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

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. 10)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)

February 8, 2018

(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).

^* 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. 10 to the Schedule 13D filed by the undersigned (“Amendment No. 10”). This Amendment No. 10 amends the
Schedule 13D as specifically set forth herein.

Item 6 is hereby amended
to add the following:

As was previously
disclosed in the Schedule 13D and Amendment No. 4 to the Schedule 13D, from January 23, 2017 to March 1, 2017, Engaged Capital
Flagship Master entered into certain cash-settled total return swap agreements (the “Swap Agreements”) with Nomura
Securities International, Inc. (“Nomura”) as the counterparty that constituted economic exposure to an aggregate of
1,924,488 notional Shares, which had a maturity date of January 23, 2018. In strict accordance with their terms and not as a result
of any action by the Reporting Persons, the Swap Agreements expired and have been settled (as further described below). For the
avoidance of doubt, due to Mr. Hetrick’s status as a director of the Issuer and the Director of Research at Engaged Capital,
the Reporting Persons were prohibited from exercising investment discretion with respect to the Swap Agreements because the Issuer
was not in an open trading window for its directors and officers at the time of, and leading up to, the maturity of the Swap Agreements.
Notwithstanding the expiration of the Swap Agreements, (i) the Reporting Persons continue to be the Issuer’s largest stockholder
with beneficial ownership of, and economic exposure to, an aggregate of 16.9% of the Issuer’s outstanding Shares, (ii) the
Reporting Persons have never sold a single Share of the Issuer and (iii) the Issuer continues to represent the second largest position
in Engaged Capital’s investment portfolio.

Upon the maturity
of the Swap Agreements on January 23, 2018, Nomura began the process of unwinding the Swap Agreements in accordance with their
terms, and on February 8, 2018, Nomura settled the Swap Agreements and paid to Engaged Capital Flagship Master the difference between
the value of the Shares at the time of settlement for each of the 1,924,488 notional Shares subject to the Swap Agreements and
the (i) $8.1919 per Share reference price for each of the 370,702 Shares referenced in one set of Swap Agreements, (ii) $8.3213
per Share reference price for each of the 382,591 Shares referenced in another set of Swap Agreements, (iii) $8.3299 per Share
reference price for each of the 136,079 Shares referenced in another set of Swap Agreements, (iv) $8.2145 per Share reference price
for each of the 264,079 Shares referenced in another set of Swap Agreements, (v) $7.9092 per Share reference price for each of
the 441,037 Shares referenced in another set of Swap Agreements and (vi) $8.8969 per Share reference price for each of the 330,000
Shares referenced in the remaining set of Swap Agreements.

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: February 9, 2018