UPBOUND GROUP, INC. — Director's Dealing 2018

Feb 9, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: RENT A CENTER INC DE (RCII)
CIK: 0000933036
Period of Report: 2018-02-08

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
2018-02-08	Common Stock	X	370702	$8.1919	Acquired	2890671	Indirect
2018-02-08	Common Stock	J	370702	$10.4149	Disposed	2519969	Indirect
2018-02-08	Common Stock	X	382591	$8.3213	Acquired	2902560	Indirect
2018-02-08	Common Stock	J	382591	$10.4149	Disposed	2519969	Indirect
2018-02-08	Common Stock	X	136079	$8.3299	Acquired	2656048	Indirect
2018-02-08	Common Stock	J	136079	$10.4149	Disposed	2519969	Indirect
2018-02-08	Common Stock	X	264079	$8.2145	Acquired	2784048	Indirect
2018-02-08	Common Stock	J	264079	$10.4149	Disposed	2519969	Indirect
2018-02-08	Common Stock	X	441037	$7.9092	Acquired	2961006	Indirect
2018-02-08	Common Stock	J	441037	$10.4149	Disposed	2519969	Indirect
2018-02-08	Common Stock	X	330000	$8.8969	Acquired	2849969	Indirect
2018-02-08	Common Stock	J	330000	$10.4149	Disposed	2519969	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-08	Cash-Settled Total Return Swap	$8.1919	X	370702	Disposed		Common Stock (370702)	Indirect
2018-02-08	Cash-Settled Total Return Swap	$8.3213	X	382591	Disposed		Common Stock (382591)	Indirect
2018-02-08	Cash-Settled Total Return Swap	$8.3299	X	136079	Disposed		Common Stock (136079)	Indirect
2018-02-08	Cash-Settled Total Return Swap	$8.2145	X	264079	Disposed		Common Stock (264079)	Indirect
2018-02-08	Cash-Settled Total Return Swap	$7.9092	X	441037	Disposed		Common Stock (441037)	Indirect
2018-02-08	Cash-Settled Total Return Swap	$8.8969	X	330000	Disposed		Common Stock (330000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2703611	Indirect
Common Stock	3390148	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.

F6: Upon the maturity of certain cash-settled total return swap agreements with a maturity date of January 23, 2018 (the "Swap Agreements") by and between Engaged Capital Flagship Master and an unaffiliated third party financial institution (the "Third Party"), on January 23, 2018, the Third Party began the process of unwinding the Swap Agreements in accordance with their terms and on February 8, 2018, the Third Party settled the Swap Agreements and paid to Engaged Capital Flagship Master the difference between the value of the Issuer's Common Stock at the time of settlement for each of the 1,924,488 notional shares subject to the Swap Agreements and (i) the $8.1919 per share reference price for each of the 370,702 shares referenced in one set of Swap Agreements, (ii) the $8.3213 per share reference price for each of the 382,591 shares referenced in another set of Swap Agreements, (Continued In Footnote 7)

F7: (Continued From Footnote 6) (iii) the $8.3299 per share reference price for each of the 136,079 shares referenced in another set of Swap Agreements, (iv) the $8.2145 per share reference price for each of the 264,079 shares referenced in another set of Swap Agreements, (v) the $7.9092 per share reference price for each of the 441,037 shares referenced in another set of Swap Agreements and (vi) the $8.8969 per share reference price for each of the 330,000 shares referenced in the last set of Swap Agreements.

F8: The termination of the Swap Agreements and the reported purchases of Common Stock in connection therewith are deemed exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-6(b) thereunder.