RCII Rent A Center Inc

^* Consists of Shares underlying certain Director Deferred Stock Units awarded to Mr. Hetrick in his capacity as a director of the Issuer. Each Director Deferred Stock Unit represents the right to receive one Share upon the termination of Mr. Hetrick’s service as a director of the Issuer.

The following constitutes Amendment No. 12 to the Schedule 13D filed by the undersigned (“Amendment No. 12”). This Amendment No. 12 amends the Schedule 13D as specifically set forth herein.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by each of Engaged Capital Flagship Master, Engaged Capital Co-Invest V and Engaged Capital Co-Invest V-A and held in the Engaged Capital Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 1,286,153 Shares beneficially owned by Engaged Capital Flagship Master is approximately $12,272,769, including brokerage commissions. The aggregate purchase price of the 1,379,881 Shares beneficially owned by Engaged Capital Co-Invest V is approximately $11,851,009, including brokerage commissions. The aggregate purchase price of the 1,730,278 Shares beneficially owned by Engaged Capital Co-Invest V-A is approximately $14,995,127, including brokerage commissions. The aggregate purchase price of the 137,297 Shares held in the Engaged Capital Account is approximately $1,239,117, including brokerage commissions.

Mr. Hetrick has been awarded 14,265 Director Deferred Stock Units in his capacity as a director of the Issuer. Each Director Deferred Stock Unit represents the right to receive one Share upon the termination of Mr. Hetrick’s service as a director of the Issuer.

Item 4 is hereby amended to add the following:

On August 20, 2018, approximately two weeks after the record date for the Issuer’s special meeting of stockholders in connection with the proposed merger by and among the Issuer, Vintage Rodeo Parent, LLC and Vintage Rodeo Acquisition, Inc., Engaged Capital and certain of its affiliates (collectively, “Engaged”) sold 4,450,000 Shares of the Issuer. The sale of Shares reported herein was undertaken to effectuate a rebalancing of Engaged’s portfolio in light of the significant appreciation in the Issuer’s stock price since Engaged’s investment was made in the Issuer and to provide Engaged with liquidity prior to the closing of the merger. Following the sale, which represented less than half of Engaged’s previous position, Engaged continues to own approximately 8.5% of the Issuer’s outstanding Shares. Engaged intends to hold all of its remaining Shares through the closing of the merger.

Items 5(a) and (c) are hereby amended and restated to read as follows:

(a)       The aggregate percentage of Shares reported owned by each person named herein is based upon 53,507,970 Shares outstanding as of August 7, 2018, which is the total number of Shares outstanding as reported in the Issuer’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on August 15, 2018.

As of the close of business on the date hereof, Engaged Capital Flagship Master beneficially owned 1,286,153 Shares, constituting approximately 2.4% of the Shares outstanding. Each of Engaged Capital Fund and Engaged Capital Offshore, as feeder funds of Engaged Capital Flagship Master, may be deemed to beneficially own the 1,286,153 Shares owned by Engaged Capital Flagship Master, constituting approximately 2.4% of the Shares outstanding.

As of the close of business on the date hereof, Engaged Capital Co-Invest V beneficially owned 1,379,881 Shares, constituting approximately 2.6% of the Shares outstanding.

As of the close of business on the date hereof, Engaged Capital Co-Invest V-A beneficially owned 1,730,278 Shares, constituting approximately 3.2% of the Shares outstanding.

As of the close of business on the date hereof, 137,297 Shares were held in the Engaged Capital Account, constituting less than 1% of the Shares outstanding.

Engaged Capital, as the general partner and investment adviser of Engaged Capital Flagship Master, Engaged Capital Co-Invest V and Engaged Capital Co-Invest V-A and the investment adviser of the Engaged Capital Account, may be deemed to beneficially own the 4,533,609 Shares owned in the aggregate by Engaged Capital Flagship Master, Engaged Capital Co-Invest V and Engaged Capital Co-Invest V-A and held in the Engaged Capital Account, constituting approximately 8.5% of the Shares outstanding. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the 4,533,609 Shares owned in the aggregate by Engaged Capital Flagship Master, Engaged Capital Co-Invest V and Engaged Capital Co-Invest V-A and held in the Engaged Capital Account, constituting approximately 8.5% of the Shares outstanding. Mr. Welling, as the Founder and CIO of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the 4,533,609 Shares owned in the aggregate by Engaged Capital Flagship Master, Engaged Capital Co-Invest V and Engaged Capital Co-Invest V-A and held in the Engaged Capital Account, constituting approximately 8.5% of the Shares outstanding.

As of the close of business on the date hereof, Mr. Hetrick may be deemed to beneficially own 14,265 Shares, consisting of Director Deferred Stock Units representing the right to receive Shares upon the termination of his service as a director, constituting less than 1% of the Shares outstanding.

Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

(c)       Schedule A annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons during the past 60 days. The transaction reported in Schedule A was effected with Morgan Stanley & Company, LLC.

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: August 22, 2018 

SCHEDULE A

Transactions in Securities of the Issuer During the Past 60 Days

Engaged ^*

^* Among Engaged, the Shares sold to Morgan Stanley & Company, LLC were allocated as follows (i) Engaged Capital Flagship Master: 1,233,816 Shares, (ii) Engaged Capital Co-Invest V: 1,323,730 Shares, (iii) Engaged Capital Co-Invest V-A: 1,659,870 Shares and (iv) the Engaged Capital Account: 232,584 Shares. Engaged paid Morgan Stanley & Company, LLC a commission of two cents per each Share sold.