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

The following constitutes
Amendment No. 6 to the Schedule 13D filed by the undersigned (“Amendment No. 6”). This Amendment No. 6 amends the Schedule
13D as specifically set forth herein.

Item 2 is hereby amended
to add the following:

In connection with
Engaged Capital Flagship Master’s withdrawal of Carol A. McFate as a nominee for election at the Issuer’s 2017 annual
meeting of stockholders (the “Annual Meeting”), Ms. McFate shall cease to be a party to that certain Joint Filing and
Solicitation Agreement as described in Amendment No. 2 to the Schedule 13D and shall cease to be a Reporting Person immediately
upon the filing of this Amendment No. 6 to the Schedule 13D.

Item 4 is hereby amended
to add the following:

On April 20, 2017,
Engaged Capital Flagship Master withdrew its nomination of Carol A. McFate for election as a director at the Annual Meeting. Engaged
Capital Flagship Master intends to file a definitive proxy statement with the Securities and Exchange Commission to solicit proxies
to elect its nominees, Jeffrey J. Brown, Mitchell E. Fadel and Christopher B. Hetrick, to the Issuer’s Board of Directors
at the Annual Meeting.