UPBOUND GROUP, INC. — Major Shareholding Notification 2018

Dec 19, 2018

SC 13D/A 1 tv509482_sc13da.htm SC 13D/A

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

Rent-A-Center, Inc.

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(Name of Issuer)

Common Stock, par value $0.01 per share

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(Title of Class of Securities)

76009N100

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(CUSIP Number)

Vintage Capital Management, LLC

4705 S. Apopka Vineland Road, Suite 206

Orlando, FL 32819

(407) 909-8015

With a copy to:

Bradley L. Finkelstein Douglas K. Schnell Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, CA 94304 (650) 493-9300

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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 18, 2018

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(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 which 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.

• 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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CUSIP No. 76009N100 13D Page 2 of 7

| (1) | NAMES OF REPORTING PERSONS Vintage
Capital Management, LLC |
| --- | --- |
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions) (a) ¨ (b) ¨ |
| (3) | SEC USE ONLY |
| (4) | SOURCE OF FUNDS (see instructions) 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0 shares
(8)	SHARED VOTING POWER 3,186,042 shares
(9)	SOLE DISPOSITIVE POWER 0 shares
(10)	SHARED DISPOSITIVE POWER 3,186,042 shares

(11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,186,042 shares
(12)	CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
(13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9% *
(14)	TYPE OF REPORTING PERSON (see instructions) OO

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• Percentage calculated based on 53,514,721 shares of common stock, par value $0.01 per share, outstanding as of October 30, 2018, as reported in the Form 10-Q for the quarterly period ended September 30, 2018, of Rent-A-Center, Inc.

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CUSIP No. 76009N100 13D Page 3 of 7

| (1) | NAMES
OF REPORTING PERSONS Kahn Capital Management, LLC |
| --- | --- |
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions) (a) ¨ (b) ¨ |
| (3) | SEC USE ONLY |
| (4) | SOURCE OF FUNDS (see instructions) 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0 shares
(8)	SHARED VOTING POWER 3,186,042 shares
(9)	SOLE DISPOSITIVE POWER 0 shares
(10)	SHARED DISPOSITIVE POWER 3,186,042 shares

(11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,186,042 shares
(12)	CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
(13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9% *
(14)	TYPE OF REPORTING PERSON (see instructions) OO

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• Percentage calculated based on 53,514,721 shares of common stock, par value $0.01 per share, outstanding as of October 30, 2018, as reported in the Form 10-Q for the quarterly period ended September 30, 2018, of Rent-A-Center, Inc.

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CUSIP No. 76009N100 13D Page 4 of 7

(1)	NAMES OF REPORTING PERSONS Brian R. Kahn
(2)	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see
instructions) (a) ¨ (b) ¨
(3)	SEC USE ONLY
(4)	SOURCE OF FUNDS (see instructions) 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 United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	SOLE VOTING POWER 0 shares
(8)	SHARED VOTING POWER 3,186,042 shares
(9)	SOLE DISPOSITIVE POWER 0 shares
(10)	SHARED DISPOSITIVE POWER 3,186,042 shares

(11)	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,186,042 shares
(12)	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
(13)	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9% *
(14)	TYPE OF REPORTING PERSON (see instructions) IN

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• Percentage calculated based on 53,514,721 shares of common stock, par value $0.01 per share, outstanding as of October 30, 2018, as reported in the Form 10-Q for the quarterly period ended September 30, 2018, of Rent-A-Center, Inc.

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Explanatory Note

This Amendment No. 4 (this “Amendment”) amends and supplements the Schedule 13D filed on November 3, 2017, as amended on January 19, 2018, June 12, 2018, and June 17, 2018 (as amended, the “Schedule 13D”), by the Reporting Persons relating to the Common Stock of the Issuer. Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D. All references in the Schedule 13D and this Amendment to the “Statement” will be deemed to refer to the Schedule 13D as amended and supplemented by this Amendment.

ITEM 4. Purpose of Transaction.

Item 4 is amended to add the following:

On December 18, 2018, Vintage Capital issued a press release concerning the Issuer’s invalid termination of the Merger Agreement. The press release is attached as Exhibit 5 and is incorporated by reference.

On December 18, 2018, Vintage Capital sent a letter to the Issuer concerning the Issuer’s invalid termination of the Merger Agreement. The letter is attached as Exhibit 6 and is incorporated by reference.

ITEM 7. Material to be Filed as Exhibits.

Item 7 is amended to add the following:

| Exhibit
Number | Description |
| --- | --- |
| 5 | Press release, dated December 18, 2018. |
| 6 | Letter to the Rent-A-Center, Inc., dated December 18, 2018. |

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 19, 2018

VINTAGE CAPITAL MANAGEMENT, LLC — By:	/s/ Brian R. Kahn
	Name:	Brian R. Kahn
	Title:	Manager
KAHN CAPITAL MANAGEMENT, LLC
By:	/s/ Brian R. Kahn
	Name:	Brian R. Kahn
	Title:	Manager
/s/ Brian R. Kahn
Brian R. Kahn

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EXHIBIT INDEX

| Exhibit
Number | Description |
| --- | --- |
| 1 | Joint Filing Agreement (incorporated by reference to Exhibit 1 to the Schedule 13G filed by Vintage Capital Management, LLC, Kahn Capital Management, LLC and Brian R. Kahn on July 27, 2017). |
| 2 | Letter to the Board of Directors of Rent-A-Center, Inc., dated November 3, 2017 (incorporated by reference to Exhibit 2 to the Schedule 13D filed by Vintage Capital Management, LLC, Kahn Capital Management, LLC and Brian R. Kahn on November 3, 2017). |
| 3 | Letter to the Board of Directors of Rent-A-Center, Inc., dated June 11, 2018 (incorporated by reference to Exhibit 3 to the Amendment to Schedule 13D filed by Vintage Capital Management, LLC, Kahn Capital Management, LLC and Brian R. Kahn on June 12, 2018). |
| 4 | Agreement and Plan of Merger, dated as of June 17, 2018, by and among Rent-A-Center, Inc., Vintage Rodeo Parent, LLC and Vintage Rodeo Acquisition, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Rent-A-Center, Inc. on June 19, 2018). |
| 5 | Press release, dated December 18, 2018. |
| 6 | Letter to the Rent-A-Center, Inc., dated December 18, 2018. |

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