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

The following constitutes
Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”). This Amendment No. 5 amends the Schedule
13D as specifically set forth herein.

Item 2 is hereby amended
to add the following:

In connection with
Engaged Capital Flagship Master’s withdrawal of William K. Butler as a nominee for election at the Issuer’s 2017 annual
meeting of stockholders (the “Annual Meeting”), Mr. Butler shall cease to be a party to that certain Joint Filing and
Solicitation Agreement as described in Amendment No. 2 to the Schedule 13D and shall cease to be a Reporting Person immediately
upon the filing of this Amendment No. 5 to the Schedule 13D.

Item 4 is hereby amended
to add the following:

On April 17, 2017,
Engaged Capital Flagship Master withdrew its nomination of William K. Butler for election as a director at the Annual Meeting.
To the extent that it remains the case that the terms of three (3) directors currently serving on the Issuer’s Board of Directors
expire at the Annual Meeting, Engaged Capital Flagship Master will withdraw one (1) of its remaining four (4) nominees prior to
the filing of its definitive proxy statement.

Item 6 is hereby amended
as follows:

On March 27, 2017,
that certain Consulting Agreement (as defined and described in Amendment No. 2 to the Schedule 13D) between Engaged Capital Flagship
Master and Mitchell E. Fadel was terminated.