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