0001209191-13-048144.txt : 20131011
0001209191-13-048144.hdr.sgml : 20131011
20131011134737
ACCESSION NUMBER: 0001209191-13-048144
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20131009
FILED AS OF DATE: 20131011
DATE AS OF CHANGE: 20131011
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: rue21, inc.
CENTRAL INDEX KEY: 0001471458
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-APPAREL & ACCESSORY STORES [5600]
IRS NUMBER: 251311645
STATE OF INCORPORATION: DE
BUSINESS ADDRESS:
STREET 1: 800 COMMONWEALTH DRIVE, SUITE 100
CITY: WARRENDALE
STATE: PA
ZIP: 15086
BUSINESS PHONE: 724-776-9780
MAIL ADDRESS:
STREET 1: 800 COMMONWEALTH DRIVE, SUITE 100
CITY: WARRENDALE
STATE: PA
ZIP: 15086
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: McDonough Keith A.
CENTRAL INDEX KEY: 0001476479
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34536
FILM NUMBER: 131147616
MAIL ADDRESS:
STREET 1: 800 COMMONWEALTH DRIVE
STREET 2: SUITE 100
CITY: WARRENDALE
STATE: PA
ZIP: 15086
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2013-10-09
0
0001471458
rue21, inc.
RUE
0001476479
McDonough Keith A.
RUE21, INC.
800 COMMONWEALTH DR
WARRENDALE
PA
15086
0
1
0
0
Sr. VP and CFO
Common Stock
2013-10-09
4
J
1
5953
42.00
D
22068
D
Common Stock
2013-10-09
4
M
0
9130
8.00
A
31198
D
Common Stock
2013-10-09
4
M
0
28655
11.80
A
59583
D
Common Stock
2013-10-10
4
D
0
59583
42.00
D
0
D
Stock Options
8.00
2013-10-09
4
M
0
9130
0.00
D
2012-01-04
2018-01-04
Common Stock
9130
0
D
Stock Options
11.80
2013-10-09
4
M
0
28655
0.00
D
2013-07-24
2019-07-24
Common Stock
28655
826
D
Stock Options
11.80
2013-10-10
4
D
0
826
30.20
D
2019-07-24
Common Stock
826
0
D
Stock Options
34.27
2013-10-10
4
D
0
20000
7.73
D
2020-04-05
Common Stock
20000
0
D
Stock Options
30.12
2013-10-10
4
D
0
17500
11.88
D
2021-05-01
Common Stock
17500
0
D
Stock Options
27.26
2013-10-10
4
D
0
7500
14.74
D
2022-03-19
Common Stock
7500
0
D
Stock Options
27.79
2013-10-10
4
D
0
11576
14.21
D
2023-03-26
Common Stock
11576
0
D
Restricted Stock Units
2013-10-10
4
D
0
2500
42.00
D
Common Stock
2500
0
D
Pursuant to the Contribution Agreement by and among Rhodes Holdco, Inc. ("Parent"), Rhodes Holdings, L.P. ("Holdco"), and the Reporting Person, dated as of October 9, 2013, the Reporting Person contributed these shares of Common Stock to Holdco in exchange for limited partnership units in Holdco. Each of the shares of Common Stock contributed to Holdco was valued at $42 in the transaction.
Pursuant to the Agreement and Plan of Merger by and among rue21, inc., Parent, and Rhodes Merger Sub, Inc., dated as of May 23, 2013 (the "Merger Agreement"), on the effective date of the merger contemplated by the Merger Agreement (the "Merger"), each of these shares of Common Stock, restricted stock units, and earned performance share units was automatically converted into the right to receive a cash payment of $42.00.
Pursuant to the Merger Agreement, on the effective date of the Merger, each of these Stock Options, whether vested or unvested, was cancelled in exchange for a cash payment representing the excess of $42.00 over the exercise price of the Stock Option.
Pursuant to the Merger Agreement, on the effective date of the Merger, each of these unvested Restricted Stock Units previously reported on Table II was cancelled in exchange for a cash payment of $42.00.
Each of these unvested Restricted Stock Units previously reported on Table II represented a contingent right to receive one share of Common Stock.
/s/ Stacy Siegal, Attorney-in-Fact
2013-10-11