0001209191-13-048145.txt : 20131011
0001209191-13-048145.hdr.sgml : 20131011
20131011135138
ACCESSION NUMBER: 0001209191-13-048145
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: Reynolds Kim
CENTRAL INDEX KEY: 0001476480
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34536
FILM NUMBER: 131147623
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
0001476480
Reynolds Kim
RUE21, INC.
800 COMMONWEALTH DR
WARRENDALE
PA
15086
0
1
0
0
Senior VP/GMM
Common Stock
2013-10-09
4
J
1
44048
42.00
D
55155
D
Common Stock
2013-10-09
4
M
0
80000
8.00
A
135155
D
Common Stock
2013-10-09
4
M
0
27828
11.80
A
162983
D
Common Stock
2013-10-10
4
D
0
162983
42.00
D
0
D
Stock Options
8.00
2013-10-09
4
M
0
80000
0.00
D
2012-01-04
2018-01-04
Common Stock
80000
0
D
Stock Options
11.80
2013-10-09
4
M
0
27828
0.00
D
2013-07-24
2019-07-24
Common Stock
27828
31314
D
Stock Options
11.80
2013-10-10
4
D
0
31314
30.20
D
2019-07-24
Common Stock
31314
0
D
Stock Options
34.27
2013-10-10
4
D
0
35000
7.73
D
2020-04-05
Common Stock
35000
0
D
Stock Options
30.12
2013-10-10
4
D
0
26500
11.88
D
2021-05-01
Common Stock
26500
0
D
Stock Options
27.26
2013-10-10
4
D
0
10000
14.74
D
2022-03-19
Common Stock
10000
0
D
Stock Options
27.79
2013-10-10
4
D
0
16903
14.21
D
2023-03-26
Common Stock
16903
0
D
Restricted Stock Units
2013-10-10
4
D
0
4500
42.00
D
Common Stock
4500
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.
Each of these unvested Restricted Stock Units previously reported on Table II represented a contingent right to receive one share of Common Stock.
Pursuant to the Merger Agreement, on the eeffective 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.
/s/ Stacy Siegal, Attorney-in-Fact
2013-10-11