rue21, inc. 4

4 · rue21, inc. · Filed Oct 11, 2013

Form 4

Period: 2013-10-09

Sr. VP - Planning & Allocation

Transactions

Disposition to Issuer
Restricted Stock Units
2013-10-10$42.00/sh−2,500$105,000→ 0 total
→ Common Stock (2,500 underlying)
Disposition to Issuer
Stock Options
2013-10-10$14.21/sh−10,653$151,379→ 0 total
Exercise: $27.79Exp: 2023-03-26→ Common Stock (10,653 underlying)
Exercise/Conversion
Common Stock
2013-10-09$11.80/sh+3,685$43,483→ 20,175 total
Disposition to Issuer
Common Stock
2013-10-10$42.00/sh−20,175$847,350→ 0 total
Exercise/Conversion
Stock Options
2013-10-09−3,685→ 0 total
Exercise: $11.80From: 2013-07-24Exp: 2019-07-24→ Common Stock (3,685 underlying)
Disposition to Issuer
Stock Options
2013-10-10$7.73/sh−20,000$154,600→ 0 total
Exercise: $34.27Exp: 2020-04-05→ Common Stock (20,000 underlying)
Disposition to Issuer
Stock Options
2013-10-10$11.88/sh−17,500$207,900→ 0 total
Exercise: $30.12Exp: 2021-05-01→ Common Stock (17,500 underlying)
Disposition to Issuer
Stock Options
2013-10-10$14.74/sh−6,500$95,810→ 0 total
Exercise: $27.26Exp: 2022-03-19→ Common Stock (6,500 underlying)
OtherSwap
Common Stock
2013-10-09$42.00/sh−5,399$226,758→ 16,490 total

Footnotes (5)

[F1]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.
[F2]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.
[F3]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.
[F4]Each of these unvested Restricted Stock Units previously reported on Table II represented a contingent right to receive one share of Common Stock.
[F5]Pursuant to the Merger Agreement, on the eeffective 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.

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