0001209191-13-048140.txt : 20131011
0001209191-13-048140.hdr.sgml : 20131011
20131011134257
ACCESSION NUMBER: 0001209191-13-048140
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: Holland Michael A.
CENTRAL INDEX KEY: 0001476482
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34536
FILM NUMBER: 131147609
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
0001476482
Holland Michael A.
RUE21, INC.
800 COMMONWEALTH DR
WARRENDALE
PA
15086
0
1
0
0
Chief Information Officer
Common Stock
2013-10-09
4
J
1
3359
42.00
D
11541
D
Common Stock
2013-10-09
4
M
0
18575
8.00
A
30116
D
Common Stock
2013-10-09
4
M
0
14740
11.80
A
44856
D
Common Stock
2013-10-10
4
D
0
44856
42.00
D
0
D
Stock Options
8.00
2013-10-09
4
M
0
18575
0.00
D
2012-01-04
2018-01-04
Common Stock
18575
0
D
Stock Options
11.80
2013-10-09
4
M
0
14740
0.00
D
2013-07-24
2019-07-24
Common Stock
14740
0
D
Stock Options
34.27
2013-10-10
4
D
0
15000
7.73
D
2020-04-05
Common Stock
15000
0
D
Stock Options
30.12
2013-10-10
4
D
0
13500
11.88
D
2021-05-01
Common Stock
13500
0
D
Stock Options
27.26
2013-10-10
4
D
0
4000
14.74
D
2022-03-19
Common Stock
4000
0
D
Stock Options
27.79
2013-10-10
4
D
0
6676
14.21
D
2023-03-26
Common Stock
6676
0
D
Restricted Stock Units
2013-10-10
4
D
0
4500
42.00
D
Common Stock
4500
0
D
Stock Options
29.46
2013-10-10
4
D
0
11000
12.54
D
2021-08-10
Common Stock
11000
0
D
Restricted Stock Units
2013-10-10
4
D
0
1333
42.00
D
Common Stock
1333
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 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.
/s/ Stacy Siegal, Attorney-in-Fact
2013-10-11