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