Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Fisch Robert	2. Issuer Name and Ticker or Trading Symbol rue21, inc. [ RUE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director                      _____ 10% Owner __ X __ Officer (give title below)      _____ Other (specify below) President and CEO
(Last)          (First)          (Middle) RUE21, INC., 800 COMMONWEALTH DR	3. Date of Earliest Transaction (MM/DD/YYYY) 10/9/2013
(Street) WARRENDALE, PA 15086 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/9/2013		J/K (1)		357143	D	$42.00   (1)	524810	D
Common Stock	10/9/2013		M		40000	A	$0.006	564810	D
Common Stock	10/9/2013		M		48000	A	$0.006	612810	D
Common Stock	10/9/2013		M		75000	A	$8.00	687810	D
Common Stock	10/9/2013		M		28208	A	$11.80	716018	D
Common Stock	10/10/2013		D (2)		716018	D	$42.00   (2)	0	D

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options	$0.006	10/9/2013		M			40000	11/13/2009	8/1/2015	Common Stock	40000	$0.00	0	D
Stock Options	$0.006	10/9/2013		M			48000	11/13/2009	8/1/2016	Common Stock	48000	$0.00	0	D
Stock Options	$8.00	10/9/2013		M			75000	1/4/2012	1/4/2018	Common Stock	75000	$0.00	0	D
Stock Options	$11.80	10/9/2013		M			28208	7/24/2013	7/24/2019	Common Stock	28208	$0.00	45494	D
Stock Options	$11.80	10/10/2013		D   (3)			45494	(3)	7/24/2019	Common Stock	45494	$30.20   (3)	0	D
Stock Options	$34.27	10/10/2013		D   (3)			75000	(3)	4/5/2020	Common Stock	75000	$7.73   (3)	0	D
Stock Options	$30.49	10/10/2013		D   (3)			45878	(3)	12/17/2020	Common Stock	45878	$11.51   (3)	0	D
Stock Options	$27.26	10/10/2013		D   (3)			36630	(3)	3/19/2022	Common Stock	36630	$14.74   (3)	0	D
Stock Options	$27.79	10/10/2013		D   (3)			39950	(3)	3/26/2023	Common Stock	39950	$14.21   (3)	0	D
Restricted Stock Units	(4)	10/10/2013		D   (4)			8200	(4)	(5)	Common Stock	8200	$42.00   (4)	0	D

Explanation of Responses:
( 1)	Pursuant to the Contribution Agreement by and among Rhodes Holdco, Inc. ("Parent"), Rhodes Holdings, L.P. ("Holdco"), and the Reporting Person, dated as of October 9, 2013, the Reporting Person contributed these shares of Common Stock to Holdco in exchange for limited partnership units in Holdco. Each of the shares of Common Stock contributed to Holdco was valued at $42 in the transaction.
( 2)	Pursuant to the Agreement and Plan of Merger by and among rue21, inc., Parent, and Rhodes Merger Sub, Inc., dated as of May 23, 2013 (the "Merger Agreement"), on the effective date of the merger contemplated by the Merger Agreement (the "Merger"), each of these shares of Common Stock, restricted stock units, and earned performance share units was automatically converted into the right to receive a cash payment of $42.00.
( 3)	Pursuant to the Merger Agreement, on the effective date of the Merger, each of these Stock Options, whether vested or unvested, was cancelled in exchange for a cash payment representing the excess of $42.00 over the exercise price of the Stock Option.
( 4)	Pursuant to the Merger Agreement, on the eeffective date of the Merger, each of these unvested Restricted Stock Units previously reported on Table II was cancelled in exchange for a cash payment of $42.00.
( 5)	Each of these unvested Restricted Stock Units previously reported on Table II represented a contingent right to receive one share of Common Stock.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Fisch Robert RUE21, INC. 800 COMMONWEALTH DR WARRENDALE, PA 15086	X		President and CEO

Signatures
/s/ Stacy Siegal, Attorney-in-Fact		10/11/2013
** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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