13D Filing: Engaged Capital and Rent A Center Inc De (RCII)

The following constitutes
Amendment No. 9 to the Schedule 13D filed by the undersigned (“Amendment No. 9”). This Amendment No. 9 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 2,519,969 Shares beneficially owned by Engaged Capital
Flagship Master is approximately $23,997,750, including brokerage commissions. The aggregate purchase price of the 2,703,611 Shares
beneficially owned by Engaged Capital Co-Invest V is approximately $23,838,010, including brokerage commissions. The aggregate
purchase price of the 3,390,148 Shares beneficially owned by Engaged Capital Co-Invest V-A is approximately $30,143,101, including
brokerage commissions. The aggregate purchase price of the 369,881 Shares held in the Engaged Capital Account is approximately
$3,490,546, 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 February 5, 2018,
Engaged Capital and certain of its affiliates (collectively, “Engaged”) entered into a Cooperation Agreement (the “Cooperation
Agreement”) with the Issuer. Pursuant to the Cooperation Agreement, in addition to incumbent directors J.V. Lentell and Michael
J. Gade, the Issuer will nominate for election at the 2018 annual meeting of stockholders (the “2018 Annual Meeting”)
one new independent director to be proposed by Engaged, which individual will replace the nomination of incumbent director Rishi
Garg, who will not stand for re-election at the 2018 Annual Meeting. Prior to the 2018 Annual Meeting, the Board of Directors (the
“Board”) will be composed of six directors (currently Messrs. Lentell, Gade and Garg together with Jeffrey J. Brown,
Mitchell E. Fadel and Christopher B. Hetrick, who were each Engaged nominees and elected at the Issuer’s 2017 annual meeting
of stockholders), but may be expanded thereafter to seven directors during the remaining term of the Cooperation Agreement, in
which case nominees for the seventh director seat would be proposed by Engaged. The Issuer also agreed to terminate its stockholder
rights plan no later than February 28, 2018.

Pursuant to the Cooperation
Agreement, Engaged has agreed to vote its Shares at the 2018 Annual Meeting (i) in favor of the Issuer’s previously announced proposal to amend the Issuer’s Certificate of Incorporation, as amended, to declassify the structure of the Board
such that all directors will stand for election on an annual basis, (ii) in favor of the election of the Issuer’s nominees
to the Board, (iii) against any nominees for director not recommended by the Board, (iv) against any proposals to remove any director
and (v) in accordance with the Board’s recommendation with respect to any stockholder proposals or other business presented
at such meeting, subject to certain exceptions. In addition, Engaged has agreed to certain standstill restrictions from the date
of the Cooperation Agreement through the date of the 2018 Annual Meeting.