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

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Engaged Capital Flagship Master Fund 2,519,969 2,519,969 4.7%
Engaged Capital Co-Invest V 2,703,611 2,703,611 5.1%
Engaged Capital Co-Invest V-A 3,390,148 3,390,148 6.4%
Engaged Capital Flagship Fund 2,519,969 2,519,969 4.7%
Engaged Capital Flagship Fund, Ltd 2,519,969 2,519,969 4.7%
Engaged Capital 8,983,609 8,983,609 16.9%
Engaged Capital Holdings 8,983,609 8,983,609 16.9%
Glenn W. Welling 8,983,609 8,983,609 16.9%
Jeffrey J. Brown 0%
William K. Butler 0%
Mitchell E. Fadel 0%
Christopher B. Hetrick 0%
Carol A. McFate 0%

Follow Glenn W. Welling's Engaged Capital

Page 1 of 17 – SEC Filing

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 5)1

Rent-A-Center, Inc.

(Name
of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

76009N100

(CUSIP Number)

glenn
w. welling

engaged
capital, llc

610 Newport Center Drive, Suite 250

Newport Beach, California 92660

(949) 734-7900

STEVE WOLOSKY

OLSHAN
FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212)
451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices
and Communications)

April 17, 2017

(Date of Event Which Requires
Filing of This Statement)

If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box
¨.

Note:  Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See
§ 240.13d-7 for other parties to whom copies are to be sent.

1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.

The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).

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Page 2 of 17 – SEC Filing

1 NAME OF REPORTING PERSON
Engaged Capital Flagship Master Fund, LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 2,519,969
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
2,519,969
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,519,969
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
14 TYPE OF REPORTING PERSON
PN
2

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Page 3 of 17 – SEC Filing

1 NAME OF REPORTING PERSON
Engaged Capital Co-Invest V, LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 2,703,611
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
2,703,611
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,703,611
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
14 TYPE OF REPORTING PERSON
PN
3

Follow Upbound Group Inc. (NASDAQ:UPBD)

Page 4 of 17 – SEC Filing

1 NAME OF REPORTING PERSON
Engaged Capital Co-Invest V-A, LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 3,390,148
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
3,390,148
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,390,148
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
14 TYPE OF REPORTING PERSON
PN
4

Follow Upbound Group Inc. (NASDAQ:UPBD)

Page 5 of 17 – SEC Filing

1 NAME OF REPORTING PERSON
Engaged Capital Flagship Fund, LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 2,519,969
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
2,519,969
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,519,969
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
14 TYPE OF REPORTING PERSON
PN
5

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Page 6 of 17 – SEC Filing

1 NAME OF REPORTING PERSON
Engaged Capital Flagship Fund, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 2,519,969
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
2,519,969
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,519,969
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
14 TYPE OF REPORTING PERSON
CO
6

Follow Upbound Group Inc. (NASDAQ:UPBD)

Page 7 of 17 – SEC Filing

1 NAME OF REPORTING PERSON
Engaged Capital, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8,983,609
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
8,983,609
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,983,609
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9%
14 TYPE OF REPORTING PERSON
OO
7

Follow Upbound Group Inc. (NASDAQ:UPBD)

Page 8 of 17 – SEC Filing

1 NAME OF REPORTING PERSON
Engaged Capital Holdings, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8,983,609
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
8,983,609
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,983,609
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9%
14 TYPE OF REPORTING PERSON
OO
8

Follow Upbound Group Inc. (NASDAQ:UPBD)

Page 9 of 17 – SEC Filing

1 NAME OF REPORTING PERSON
Glenn W. Welling
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8,983,609
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
8,983,609
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,983,609
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.9%
14 TYPE OF REPORTING PERSON
IN
9

Follow Upbound Group Inc. (NASDAQ:UPBD)

Page 10 of 17 – SEC Filing

1 NAME OF REPORTING PERSON
Jeffrey J. Brown
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY – 0 –
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
– 0 –
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
IN
10

Follow Upbound Group Inc. (NASDAQ:UPBD)

Page 11 of 17 – SEC Filing

1 NAME OF REPORTING PERSON
William K. Butler
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☒
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY – 0 –
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
– 0 –
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
IN
11

Follow Upbound Group Inc. (NASDAQ:UPBD)

Page 12 of 17 – SEC Filing

1 NAME OF REPORTING PERSON
Mitchell E. Fadel
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY – 0 –
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
– 0 –
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
IN
12

Follow Upbound Group Inc. (NASDAQ:UPBD)

Page 13 of 17 – SEC Filing

1 NAME OF REPORTING PERSON
Christopher B. Hetrick
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY – 0 –
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
– 0 –
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
IN
13

Follow Upbound Group Inc. (NASDAQ:UPBD)

Page 14 of 17 – SEC Filing

1 NAME OF REPORTING PERSON
Carol A. McFate
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY – 0 –
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING – 0 –
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
– 0 –
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
– 0 –
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
IN
14

Follow Upbound Group Inc. (NASDAQ:UPBD)

Page 15 of 17 – SEC Filing

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. Identity and Background.

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. Purpose of Transaction.

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. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

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.

15

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Page 16 of 17 – SEC Filing

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: April 17, 2017

Engaged Capital Flagship Master Fund, LP
By: Engaged Capital, LLC
General Partner
By: /s/ Glenn W. Welling
Name: Glenn W. Welling
Title: Founder and Chief Investment Officer
Engaged Capital Co-Invest V, LP
By: Engaged Capital, LLC
General Partner
By: /s/ Glenn W. Welling
Name: Glenn W. Welling
Title: Founder and Chief Investment Officer
Engaged Capital Co-Invest V-A, LP
By: Engaged Capital, LLC
General Partner
By: /s/ Glenn W. Welling
Name: Glenn W. Welling
Title: Founder and Chief Investment Officer
Engaged Capital Flagship Fund, LP
By: Engaged Capital, LLC
General Partner
By: /s/ Glenn W. Welling
Name: Glenn W. Welling
Title: Founder and Chief Investment Officer
16

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Page 17 of 17 – SEC Filing

Engaged Capital Flagship Fund, Ltd.
By: /s/ Glenn W. Welling
Name: Glenn W. Welling
Title: Director
Engaged Capital, LLC
By: /s/ Glenn W. Welling
Name: Glenn W. Welling
Title: Founder and Chief Investment Officer
Engaged Capital Holdings, LLC
By: /s/ Glenn W. Welling
Name: Glenn W. Welling
Title: Sole Member
/s/ Glenn W. Welling

Glenn W. Welling

Individually and as attorney-in-fact for Jeffrey J. Brown, William
K. Butler, Mitchell E. Fadel, Christopher B. Hetrick and Carol A. McFate

 

17

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