UPBOUND GROUP, INC. — Director's Dealing 2017

Mar 23, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RENT A CENTER INC DE (RCII)
CIK: 0000933036
Period of Report: 2017-03-21

Reporting Person: Engaged Capital LLC (10% Owner)
Reporting Person: Engaged Capital Holdings, LLC (10% Owner)
Reporting Person: Welling Glenn W. (10% Owner)
Reporting Person: Engaged Capital Flagship Master Fund, LP (See Footnote 1)
Reporting Person: Engaged Capital Co-Invest V, LP (See Footnote 1)
Reporting Person: Engaged Capital Co-Invest V-A, LP (See Footnote 1)
Reporting Person: Engaged Capital Flagship Fund, L.P. (See Footnote 1)
Reporting Person: Engaged Capital Flagship Fund, Ltd. (See Footnote 1)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-21	Common Stock	P	20804	$8.5531	Acquired	1715719	Indirect
2017-03-21	Common Stock	P	683100	$8.6133	Acquired	2398819	Indirect
2017-03-21	Common Stock	P	195000	$8.6125	Acquired	2593819	Indirect
2017-03-22	Common Stock	P	512697	$8.6298	Acquired	3106516	Indirect
2017-03-22	Common Stock	P	4700	$8.6434	Acquired	3111216	Indirect
2017-03-22	Common Stock	P	45932	$8.5433	Acquired	3157148	Indirect
2017-03-23	Common Stock	P	45000	$8.8196	Acquired	3202148	Indirect
2017-03-23	Common Stock	P	50000	$8.8478	Acquired	3252148	Indirect
2017-03-23	Common Stock	P	30000	$8.8550	Acquired	3282148	Indirect
2017-03-23	Common Stock	P	33000	$8.8210	Acquired	3315148	Indirect
2017-03-23	Common Stock	P	35000	$8.8859	Acquired	3350148	Indirect
2017-03-23	Common Stock	P	40000	$8.8176	Acquired	3390148	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2519969	Indirect
Common Stock	2703611	Indirect
Common Stock	369881	Indirect

Footnotes

F1: This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest V, LP ("Engaged Capital Co-Invest V"), Engaged Capital Co-Invest V-A, LP ("Engaged Capital Co-Invest V-A"), Engaged Capital Flagship Fund, LP ("Engaged Capital Fund"), Engaged Capital Flagship Fund, Ltd. ("Engaged Capital Offshore"), 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.

F2: Securities owned directly by Engaged Capital Flagship Master. As feeder funds of Engaged Capital Flagship Master, each of Engaged Capital Fund and Engaged Capital Offshore may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. As the general partner and investment adviser of Engaged Capital Flagship Master, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. 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 securities owned directly by Engaged Capital Flagship Master.

F3: Securities owned directly by Engaged Capital Co-Invest V. As the general partner and investment adviser of Engaged Capital Co-Invest V, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V. 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 securities owned directly by Engaged Capital Co-Invest V.

F4: Securities owned directly by Engaged Capital Co-Invest V-A. As the general partner and investment adviser of Engaged Capital Co-Invest V-A, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A. 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 securities owned directly by Engaged Capital Co-Invest V-A.

F5: Securities 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 securities held in the Engaged Capital Account. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities 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 securities held in the Engaged Capital Account.