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

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 7)¹

Rent-A-Center, Inc.

(Name
of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

76009N100

(CUSIP Number)

glenn
w. welling

engaged
capital, llc

610 Newport Center Drive, Suite 250

Newport Beach, California 92660

(949) 734-7900

STEVE
WOLOSKY

OLSHAN
FROME WOLOSKY LLP

1325
Avenue of the Americas

New
York, New York 10019

(212)
451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices
and Communications)

June 8, 2017

(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 that 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.

1
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).

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 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 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 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 is hereby amended
to add the following exhibit:

SIGNATURES

After reasonable inquiry
and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true,
complete and correct.

Dated: June 8, 2017