X0306 4 2013-10-10 1 0001471458 rue21, inc. RUE 0001024682 MEGRUE JOHN F 601 LEXINGTON AVE. 53RD FLOOR NEW YORK NY 10022 1 0 1 0 Common Stock 2013-10-10 4 D 0 7091919 42.00 D 0 I By SKM Funds Pursuant to the Agreement and Plan of Merger (the "Agreement") by and among rue21, inc., Rhodes Holdco, Inc. and Rhodes Merger Sub, Inc., dated as of May 23, 2013, on the effective date of the merger contemplated by the Agreement (the "Merger"), each of these shares of common stock was automatically converted into the right to receive $42.00. Of the 7,091,919 shares disposed of by the SKM Funds in connection with the Merger, SKM Equity Fund II, L.P. disposed of 6,952,861.2 shares and SKM Investment Fund II disposed of 139,057.8 shares. Shares were previously owned by SKM Equity Fund II, L.P. and SKM Investment Fund II (together, the "SKM Funds"). The Reporting Person is a Managing Member of Saunders Karp & Megrue Partners, LLC, the general partner of each of SKM Investment Fund II and SKM Partners, L.P., which is the general partner of SKM Equity Fund II, L.P. As such, the Reporting Person may be deemed to have a shared voting and/or dispositive power over these shares. However, the Reporting Person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein. /s/ Stacy Siegal, Attorney-in-fact 2013-10-11