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

The following constitutes
Amendment No. 7 to the Schedule 13D filed by the undersigned (“Amendment No. 7”). This Amendment No. 7 amends the Schedule
13D as specifically set forth herein.

Item 2.

Identity and Background.

Item 2 is hereby amended
to add the following:

In connection with
the election of Jeffrey J. Brown, Mitchell E. Fadel and Christopher B. Hetrick to the Board of Directors of the Issuer (the “Board”)
at the 2017 annual meeting of stockholders held on June 8, 2017 (the “Annual Meeting”), as described in further detail
in Item 4 below, Messrs. Brown and Fadel are no longer members of the Section 13(d) group and shall cease to be Reporting Persons
immediately upon the filing of this Amendment No. 7. The remaining Reporting Persons will continue filing statements on Schedule
13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law. Each of the
remaining Reporting Persons is party to the Joint Filing Agreement, as further described in Item 6.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended
to add the following:

According to the preliminary
voting results from the Annual Meeting, all three of Engaged Capital’s director nominees, Jeffrey J. Brown, Mitchell E. Fadel
and Christopher B. Hetrick, were resoundingly elected to the Board by the Issuer’s stockholders.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended
to add the following:

On June 8, 2017, the
Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons who will remain Reporting Persons subsequent
to this Amendment No. 7 agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the
securities of the Issuer to the extent required by applicable law. A copy of the Joint Filing Agreement is attached hereto as Exhibit
99.1 and is incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended
to add the following exhibit:

99.1

Joint Filing Agreement, dated June 8, 2017.