X0303 4 2010-02-25 0 0001471458 rue21, inc. RUE 0001024682 MEGRUE JOHN F 601 LEXINGTON AVE. 53RD FLOOR NEW YORK NY 10022 1 0 1 0 Common Stock 2010-02-25 2010-02-25 4 S 0 6000000 28.50 D 8000000 I By SKM Funds Of the 6,000,000 shares sold by the SKM Funds on February 25, 2010 in a secondary public offering by the Issuer, SKM Equity Fund II, L.P. sold 5,882,353 shares and SKM Investment Fund II sold 117,647 shares. Owned by SKM Equity Fund II, L.P. and SKM Investment Fund II (together, the "SKM Funds"). SKM Equity Fund II, L.P. directly beneficially owns 7,843,137 shares of Common Stock and SKM Investment Fund II directly beneficially owns 156,863 shares of Common Stock. 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 2010-03-01