0000921895-17-000719.txt : 20170315 0000921895-17-000719.hdr.sgml : 20170315 20170315191556 ACCESSION NUMBER: 0000921895-17-000719 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170315 FILED AS OF DATE: 20170315 DATE AS OF CHANGE: 20170315 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Engaged Capital Flagship Fund, Ltd. CENTRAL INDEX KEY: 0001619827 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-25370 FILM NUMBER: 17692577 BUSINESS ADDRESS: STREET 1: 610 NEWPORT CENTER DRIVE STREET 2: SUITE 250 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 949-734-7900 MAIL ADDRESS: STREET 1: 610 NEWPORT CENTER DRIVE STREET 2: SUITE 250 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 FORMER NAME: FORMER CONFORMED NAME: Engaged Capital Fund, Ltd. DATE OF NAME CHANGE: 20160805 FORMER NAME: FORMER CONFORMED NAME: Engaged Capital Flagship Fund, Ltd. DATE OF NAME CHANGE: 20160707 FORMER NAME: FORMER CONFORMED NAME: Engaged Capital II Offshore, Ltd. DATE OF NAME CHANGE: 20140918 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Engaged Capital Co-Invest V-A, LP CENTRAL INDEX KEY: 0001700254 STATE OF INCORPORATION: DE FISCAL YEAR END: 1217 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-25370 FILM NUMBER: 17692579 BUSINESS ADDRESS: STREET 1: 610 NEWPORT CENTER DRIVE STREET 2: SUITE 250 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 949-734-7900 MAIL ADDRESS: STREET 1: 610 NEWPORT CENTER DRIVE STREET 2: SUITE 250 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Engaged Capital Co-Invest V, LP CENTRAL INDEX KEY: 0001688224 STATE OF INCORPORATION: DE FISCAL YEAR END: 1216 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-25370 FILM NUMBER: 17692580 BUSINESS ADDRESS: STREET 1: 610 NEWPORT CENTER DRIVE STREET 2: SUITE 250 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 949-734-7900 MAIL ADDRESS: STREET 1: 610 NEWPORT CENTER DRIVE STREET 2: SUITE 250 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Welling Glenn W. CENTRAL INDEX KEY: 0001580771 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-25370 FILM NUMBER: 17692582 MAIL ADDRESS: STREET 1: 610 NEWPORT CENTER DRIVE STREET 2: SUITE 250 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Engaged Capital Holdings, LLC CENTRAL INDEX KEY: 0001580769 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-25370 FILM NUMBER: 17692583 BUSINESS ADDRESS: STREET 1: 610 NEWPORT CENTER DRIVE STREET 2: SUITE 250 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: (949) 734-7900 MAIL ADDRESS: STREET 1: 610 NEWPORT CENTER DRIVE STREET 2: SUITE 250 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Engaged Capital LLC CENTRAL INDEX KEY: 0001559771 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-25370 FILM NUMBER: 17692584 BUSINESS ADDRESS: STREET 1: 610 NEWPORT CENTER DRIVE STREET 2: SUITE 250 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 949-734-7900 MAIL ADDRESS: STREET 1: 610 NEWPORT CENTER DRIVE STREET 2: SUITE 250 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Engaged Capital Flagship Master Fund, LP CENTRAL INDEX KEY: 0001580761 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-25370 FILM NUMBER: 17692581 BUSINESS ADDRESS: STREET 1: CRICKET SQUARE, HUTCHINS DRIVE STREET 2: P.O. BOX 2681 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1111 BUSINESS PHONE: (949) 734-7900 MAIL ADDRESS: STREET 1: CRICKET SQUARE, HUTCHINS DRIVE STREET 2: P.O. BOX 2681 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1111 FORMER NAME: FORMER CONFORMED NAME: Engaged Capital Master Feeder II, LP DATE OF NAME CHANGE: 20130703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Engaged Capital Flagship Fund, L.P. CENTRAL INDEX KEY: 0001559850 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-25370 FILM NUMBER: 17692578 BUSINESS ADDRESS: STREET 1: 610 NEWPORT CENTER DRIVE STREET 2: SUITE 250 CITY: NEWPORT BEACH STATE: CA ZIP: 90272 BUSINESS PHONE: 949-734-7900 MAIL ADDRESS: STREET 1: 610 NEWPORT CENTER DRIVE STREET 2: SUITE 250 CITY: NEWPORT BEACH STATE: CA ZIP: 90272 FORMER NAME: FORMER CONFORMED NAME: Engaged Capital Fund, LP DATE OF NAME CHANGE: 20160805 FORMER NAME: FORMER CONFORMED NAME: Engaged Capital Flagship Fund, LP DATE OF NAME CHANGE: 20160707 FORMER NAME: FORMER CONFORMED NAME: ENGAGED CAPITAL II LP DATE OF NAME CHANGE: 20121009 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: RENT A CENTER INC DE CENTRAL INDEX KEY: 0000933036 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 450491516 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5501 HEADQUARTERS DRIVE CITY: PLANO STATE: TX ZIP: 75024 BUSINESS PHONE: 972-801-1100 MAIL ADDRESS: STREET 1: 5501 HEADQUARTERS DRIVE CITY: PLANO STATE: TX ZIP: 75024 FORMER COMPANY: FORMER CONFORMED NAME: RENTERS CHOICE INC DATE OF NAME CHANGE: 19941128 3 1 form309455023_03152017.xml OWNERSHIP DOCUMENT X0206 3 2017-03-15 0 0000933036 RENT A CENTER INC DE RCII 0001559771 Engaged Capital LLC 610 NEWPORT CENTER DRIVE SUITE 250 NEWPORT BEACH CA 92660 0 0 1 0 0001580769 Engaged Capital Holdings, LLC 610 NEWPORT CENTER DRIVE SUITE 250 NEWPORT BEACH CA 92660 0 0 1 0 0001580771 Welling Glenn W. 610 NEWPORT CENTER DRIVE SUITE 250 NEWPORT BEACH CA 92660 0 0 1 0 0001580761 Engaged Capital Flagship Master Fund, LP CRICKET SQUARE, HUTCHINS DRIVE P.O. BOX 2681 GRAND CAYMAN E9 KY1-1111 CAYMAN ISLANDS 0 0 0 1 See Footnote 1 0001688224 Engaged Capital Co-Invest V, LP 610 NEWPORT CENTER DRIVE SUITE 250 NEWPORT BEACH CA 92660 0 0 0 1 See Footnote 1 0001700254 Engaged Capital Co-Invest V-A, LP 610 NEWPORT CENTER DRIVE SUITE 250 NEWPORT BEACH CA 92660 0 0 0 1 See Footnote 1 0001559850 Engaged Capital Flagship Fund, L.P. 610 NEWPORT CENTER DRIVE SUITE 250 NEWPORT BEACH CA 92660 0 0 0 1 See Footnote 1 0001619827 Engaged Capital Flagship Fund, Ltd. 610 NEWPORT CENTER DRIVE SUITE 250 NEWPORT BEACH CA 92660 0 0 0 1 See Footnote 1 Common Stock 2519969 I By: Engaged Capital Flagship Master Fund, LP Common Stock 2703611 I By: Engaged Capital Co-Invest V, LP Common Stock 1694915 I By: Engaged Capital Co-Invest V-A, LP Common Stock 369881 I By: Managed Account of Engaged Capital, LLC Cash-Settled Total Return Swap 8.1919 2018-01-23 Common Stock 370702 I By: Engaged Capital Flagship Master Fund, LP Cash-Settled Total Return Swap 8.3213 2018-01-23 Common Stock 382591 I By: Engaged Capital Flagship Master Fund, LP Cash-Settled Total Return Swap 8.3299 2018-01-23 Common Stock 136079 I By: Engaged Capital Flagship Master Fund, LP Cash-Settled Total Return Swap 8.2145 2018-01-23 Common Stock 264079 I By: Engaged Capital Flagship Master Fund, LP Cash-Settled Total Return Swap 7.9092 2018-01-23 Common Stock 441037 I By: Engaged Capital Flagship Master Fund, LP Cash-Settled Total Return Swap 8.8969 2018-01-23 Common Stock 330000 I By: Engaged Capital Flagship Master Fund, LP This Form 3 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. 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. 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. 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. 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. Represent certain cash-settled total return swap agreements (the "Swap Agreements") with an unaffiliated third party financial institution, which provide economic exposure to an aggregate of 1,924,488 notional shares. The Swap Agreements provide Engaged Capital Flagship Master with economic results that are comparable to the economic results of ownership but do not provide the power to vote or direct the voting or dispose of or direct the disposition of the shares of Common Stock that are the subject of the Swap Agreements (the "Subject Shares"). Each Reporting Person expressly disclaims beneficial ownership of the Subject Shares except to the extent of his or its pecuniary interest therein. Represents the reference price associated with the applicable Swap Agreement. Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory 2017-03-15 Engaged Capital Holdings, LLC; By: /s/ Glenn W. Welling, Authorized Signatory 2017-03-15 /s/ Glenn W. Welling 2017-03-15 Engaged Capital Flagship Master Fund, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory 2017-03-15 Engaged Capital Co-Invest V, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory 2017-03-15 Engaged Capital Co-Invest V-A, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory 2017-03-15 Engaged Capital Flagship Fund, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory 2017-03-15 Engaged Capital Flagship Fund, Ltd.; By: /s/ Glenn W. Welling, Director 2017-03-15