Engaged Capital Flagship Fund Form 4 RENT A CENTER INC DE / Glenn W. Welling ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Engaged Capital LLC

(Last)

(First)

(Middle)

610 NEWPORT CENTER DRIVE

SUITE 250

(Street)

NEWPORT BEACH

92660

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RENT A CENTER INC DE [ RCII ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/08/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	02/08/2018		X/K⁽⁶⁾⁽⁷⁾⁽⁸⁾		370,702	A	$8.1919	2,890,671	I	By: Engaged Capital Flagship Master Fund, LP⁽²⁾
Common Stock⁽¹⁾	02/08/2018		J/K⁽⁶⁾⁽⁷⁾⁽⁸⁾		370,702	D	$10.4149	2,519,969	I	By: Engaged Capital Flagship Master Fund, LP⁽²⁾
Common Stock⁽¹⁾	02/08/2018		X/K⁽⁶⁾⁽⁷⁾⁽⁸⁾		382,591	A	$8.3213	2,902,560	I	By: Engaged Capital Flagship Master Fund, LP⁽²⁾
Common Stock⁽¹⁾	02/08/2018		J/K⁽⁶⁾⁽⁷⁾⁽⁸⁾		382,591	D	$10.4149	2,519,969	I	By: Engaged Capital Flagship Master Fund, LP⁽²⁾
Common Stock⁽¹⁾	02/08/2018		X/K⁽⁶⁾⁽⁷⁾⁽⁸⁾		136,079	A	$8.3299	2,656,048	I	By: Engaged Capital Flagship Master Fund, LP⁽²⁾
Common Stock⁽¹⁾	02/08/2018		J/K⁽⁶⁾⁽⁷⁾⁽⁸⁾		136,079	D	$10.4149	2,519,969	I	By: Engaged Capital Flagship Master Fund, LP⁽²⁾
Common Stock⁽¹⁾	02/08/2018		X/K⁽⁶⁾⁽⁷⁾⁽⁸⁾		264,079	A	$8.2145	2,784,048	I	By: Engaged Capital Flagship Master Fund, LP⁽²⁾
Common Stock⁽¹⁾	02/08/2018		J/K⁽⁶⁾⁽⁷⁾⁽⁸⁾		264,079	D	$10.4149	2,519,969	I	By: Engaged Capital Flagship Master Fund, LP⁽²⁾
Common Stock⁽¹⁾	02/08/2018		X/K⁽⁶⁾⁽⁷⁾⁽⁸⁾		441,037	A	$7.9092	2,961,006	I	By: Engaged Capital Flagship Master Fund, LP⁽²⁾
Common Stock⁽¹⁾	02/08/2018		J/K⁽⁶⁾⁽⁷⁾⁽⁸⁾		441,037	D	$10.4149	2,519,969	I	By: Engaged Capital Flagship Master Fund, LP⁽²⁾
Common Stock⁽¹⁾	02/08/2018		X/K⁽⁶⁾⁽⁷⁾⁽⁸⁾		330,000	A	$8.8969	2,849,969	I	By: Engaged Capital Flagship Master Fund, LP⁽²⁾
Common Stock⁽¹⁾	02/08/2018		J/K⁽⁶⁾⁽⁷⁾⁽⁸⁾		330,000	D	$10.4149	2,519,969	I	By: Engaged Capital Flagship Master Fund, LP⁽²⁾
Common Stock⁽¹⁾								2,703,611	I	By: Engaged Capital Co-Invest V, LP⁽³⁾
Common Stock⁽¹⁾								3,390,148	I	By: Engaged Capital Co-Invest V-A, LP⁽⁴⁾
Common Stock⁽¹⁾								369,881	I	By: Managed Account of Engaged Capital, LLC⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Cash-Settled Total Return Swap	$8.1919	02/08/2018		X/K⁽⁶⁾⁽⁷⁾⁽⁸⁾			370,702	⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	Common Stock	370,702	⁽⁶⁾⁽⁷⁾	0	I	By: Engaged Capital Flagship Master Fund, LP⁽²⁾
Cash-Settled Total Return Swap	$8.3213	02/08/2018		X/K⁽⁶⁾⁽⁷⁾⁽⁸⁾			382,591	⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	Common Stock	382,591	⁽⁶⁾⁽⁷⁾	0	I	By: Engaged Capital Flagship Master Fund, LP⁽²⁾
Cash-Settled Total Return Swap	$8.3299	02/08/2018		X/K⁽⁶⁾⁽⁷⁾⁽⁸⁾			136,079	⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	Common Stock	136,079	⁽⁶⁾⁽⁷⁾	0	I	By: Engaged Capital Flagship Master Fund, LP⁽²⁾
Cash-Settled Total Return Swap	$8.2145	02/08/2018		X/K⁽⁶⁾⁽⁷⁾⁽⁸⁾			264,079	⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	Common Stock	264,079	⁽⁶⁾⁽⁷⁾	0	I	By: Engaged Capital Flagship Master Fund, LP⁽²⁾
Cash-Settled Total Return Swap	$7.9092	02/08/2018		X/K⁽⁶⁾⁽⁷⁾⁽⁸⁾			441,037	⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	Common Stock	441,037	⁽⁶⁾⁽⁷⁾	0	I	By: Engaged Capital Flagship Master Fund, LP⁽²⁾
Cash-Settled Total Return Swap	$8.8969	02/08/2018		X/K⁽⁶⁾⁽⁷⁾⁽⁸⁾			330,000	⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	Common Stock	330,000	⁽⁶⁾⁽⁷⁾	0	I	By: Engaged Capital Flagship Master Fund, LP⁽²⁾

1. Name and Address of Reporting Person^*

Engaged Capital LLC

(Last)

(First)

(Middle)

610 NEWPORT CENTER DRIVE

SUITE 250

(Street)

NEWPORT BEACH

92660

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Engaged Capital Holdings, LLC

(Last)

(First)

(Middle)

610 NEWPORT CENTER DRIVE

SUITE 250

(Street)

NEWPORT BEACH

92660

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Welling Glenn W.

(Last)

(First)

(Middle)

610 NEWPORT CENTER DRIVE

SUITE 250

(Street)

NEWPORT BEACH

92660

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Engaged Capital Flagship Master Fund, LP

(Last)

(First)

(Middle)

CRICKET SQUARE, HUTCHINS DRIVE

P.O. BOX 2681

(Street)

GRAND CAYMAN

KY1-1111

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Engaged Capital Co-Invest V, LP

(Last)

(First)

(Middle)

610 NEWPORT CENTER DRIVE

SUITE 250

(Street)

NEWPORT BEACH

92660

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Engaged Capital Co-Invest V-A, LP

(Last)

(First)

(Middle)

610 NEWPORT CENTER DRIVE

SUITE 250

(Street)

NEWPORT BEACH

92660

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Engaged Capital Flagship Fund, L.P.

(Last)

(First)

(Middle)

610 NEWPORT CENTER DRIVE

SUITE 250

(Street)

NEWPORT BEACH

92660

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Engaged Capital Flagship Fund, Ltd.

(Last)

(First)

(Middle)

610 NEWPORT CENTER DRIVE

SUITE 250

(Street)

NEWPORT BEACH

92660

(City)

(State)

(Zip)

Explanation of Responses:

1. This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest V, LP ("Engaged Capital Co-Invest V"), Engaged Capital Co-Invest V-A, LP ("Engaged Capital Co-Invest V-A"), Engaged Capital Flagship Fund, LP ("Engaged Capital Fund"), Engaged Capital Flagship Fund, Ltd. ("Engaged Capital Offshore"), Engaged Capital, LLC ("Engaged Capital"), Engaged Capital Holdings, LLC ("Engaged Holdings") and Glenn W. Welling (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

2. Securities owned directly by Engaged Capital Flagship Master. As feeder funds of Engaged Capital Flagship Master, each of Engaged Capital Fund and Engaged Capital Offshore may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. As the general partner and investment adviser of Engaged Capital Flagship Master, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master.

3. Securities owned directly by Engaged Capital Co-Invest V. As the general partner and investment adviser of Engaged Capital Co-Invest V, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V.

4. Securities owned directly by Engaged Capital Co-Invest V-A. As the general partner and investment adviser of Engaged Capital Co-Invest V-A, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A.

5. Securities held in an account separately managed by Engaged Capital (the "Engaged Capital Account"). Engaged Capital, as the investment adviser of the Engaged Capital Account, may be deemed to beneficially own the securities held in the Engaged Capital Account. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities held in the Engaged Capital Account. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities held in the Engaged Capital Account.

6. Upon the maturity of certain cash-settled total return swap agreements with a maturity date of January 23, 2018 (the "Swap Agreements") by and between Engaged Capital Flagship Master and an unaffiliated third party financial institution (the "Third Party"), on January 23, 2018, the Third Party began the process of unwinding the Swap Agreements in accordance with their terms and on February 8, 2018, the Third Party settled the Swap Agreements and paid to Engaged Capital Flagship Master the difference between the value of the Issuer's Common Stock at the time of settlement for each of the 1,924,488 notional shares subject to the Swap Agreements and (i) the $8.1919 per share reference price for each of the 370,702 shares referenced in one set of Swap Agreements, (ii) the $8.3213 per share reference price for each of the 382,591 shares referenced in another set of Swap Agreements, (Continued In Footnote 7)

7. (Continued From Footnote 6) (iii) the $8.3299 per share reference price for each of the 136,079 shares referenced in another set of Swap Agreements, (iv) the $8.2145 per share reference price for each of the 264,079 shares referenced in another set of Swap Agreements, (v) the $7.9092 per share reference price for each of the 441,037 shares referenced in another set of Swap Agreements and (vi) the $8.8969 per share reference price for each of the 330,000 shares referenced in the last set of Swap Agreements.

8. The termination of the Swap Agreements and the reported purchases of Common Stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b) thereunder.

	Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory	02/09/2018
	Engaged Capital Holdings, LLC; By: /s/ Glenn W. Welling, Authorized Signatory	02/09/2018
	/s/ Glenn W. Welling	02/09/2018
	Engaged Capital Flagship Master Fund, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory	02/09/2018
	Engaged Capital Co-Invest V, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory	02/09/2018
	Engaged Capital Co-Invest V-A, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory	02/09/2018
	Engaged Capital Flagship Fund, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory	02/09/2018
	Engaged Capital Flagship Fund, Ltd.; By: /s/ Glenn W. Welling, Director	02/09/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Engaged Capital Flagship Fund Form 4RENT A CENTER INC DE / Glenn W. Welling ownership change