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