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Filing Details

Accession Number:: 0000921895-16-003303
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-02-12 15:21:04
Reporting Period:: 2016-02-10

Filing Date:: 2016-02-12
Accepted Time:: 2016-02-12 15:21:04
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
941604	Outerwall Inc	OUTR	Services-Personal Services (7200)	913156448

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1559771	Engaged Capital Llc	610 Newport Center Drive Suite 250 Newport Beach CA 92660	No	No	Yes	No
1559850	Engaged Capital Ii Lp	610 Newport Center Drive Suite 250 Newport Beach CA 92660	No	No	No	Yes
1559851	Engaged Capital I Lp	610 Newport Center Drive Suite 250 Newport Beach CA 92660	No	No	No	Yes
1559940	Ltd Offshore I Capital Engaged	610 Newport Center Drive Suite 250 Newport Beach CA 92660	No	No	No	Yes
1580760	Engaged Capital Master Feeder I, Lp	Cricket Square, Hutchins Drive P.o. Box 2681 Grand Cayman E9 KY1-1111	No	No	No	Yes
1580761	Engaged Capital Master Feeder Ii, Lp	Cricket Square, Hutchins Drive P.o. Box 2681 Grand Cayman E9 KY1-1111	No	No	No	Yes
1580769	Engaged Capital Holdings, Llc	610 Newport Center Drive Suite 250 Newport Beach CA 92660	No	No	Yes	No
1580771	W. Glenn Welling	C/O Engaged Capital, Llc 610 Newport Center Dr. Suite 250 Newport Beach CA 92660	No	No	Yes	No
1619827	Engaged Capital Ii Offshore, Ltd.	610 Newport Center Drive Suite 250 Newport Beach CA 92660	No	No	No	Yes
1666151	Engaged Capital Co-Invest Iii Lp	610 Newport Center Drive, Suite 250 Newport Beach CA 92660	No	No	No	Yes

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2016-02-10	96,000	$25.98	96,000	No	4	P	Indirect	By: Managed Account of Engaged Capital, LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	By: Managed Account of Engaged Capital, LLC

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	196,918	Indirect	By: Engaged Capital Master Feeder I, LP
Common Stock	487,459	Indirect	By: Engaged Capital Master Feeder II, LP
Common Stock	1,650,793	Indirect	By: Engaged Capital Co-Invest III, L.P.

Footnotes

This Form 4 is filed jointly by Engaged Capital Master Feeder I, LP ("Engaged Capital Master I"), Engaged Capital Master Feeder II, LP ("Engaged Capital Master II"), Engaged Capital Co-Invest III, L.P. ("Engaged Capital Co-Invest III"), Engaged Capital I, LP ("Engaged Capital I"), Engaged Capital I Offshore, Ltd. ("Engaged Capital Offshore"), Engaged Capital II, LP ("Engaged Capital II"), Engaged Capital II Offshore Ltd. ("Engaged Capital Offshore II"), Engaged Capital, LLC ("Engaged Capital"), Engaged Capital Holdings, LLC ("Engaged Holdings") and Glenn W. Welling (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
Shares owned directly by Engaged Capital Master I. As feeder funds of Engaged Capital Master I, each of Engaged Capital I and Engaged Capital Offshore may be deemed to beneficially own the shares owned directly by Engaged Capital Master I. As the general partner and investment adviser of Engaged Capital Master I, Engaged Capital may be deemed to beneficially own the shares owned directly by Engaged Capital Master I. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the shares owned directly by Engaged Capital Master I. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the shares owned directly by Engaged Capital Master I.
Shares owned directly by Engaged Capital Master II. As feeder funds of Engaged Capital Master II, each of Engaged Capital II and Engaged Capital Offshore II may be deemed to beneficially own the shares owned directly by Engaged Capital Master II. As the general partner and investment adviser of Engaged Capital Master II, Engaged Capital may be deemed to beneficially own the shares owned directly by Engaged Capital Master II. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the shares owned directly by Engaged Capital Master II. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the shares owned directly by Engaged Capital Master II.
Shares owned directly by Engaged Capital Co-Invest III. As the general partner and investment adviser of Engaged Capital Co-Invest III, Engaged Capital may be deemed to beneficially own the shares owned directly by Engaged Capital Co-Invest III. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the shares owned directly by Engaged Capital Co-Invest III. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the shares owned directly by Engaged Capital Co-Invest III.
Shares held in an account separately managed by Engaged Capital (the "Engaged Capital Account"). Engaged Capital, as the investment adviser of the Engaged Capital Account, may be deemed to beneficially own the shares held in the Engaged Capital Account. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the shares held in the Engaged Capital Account. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the shares held in the Engaged Capital Account.