FORM 4
[ X ] 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
                                                                                  
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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 *

MEGRUE JOHN F 		2. Issuer Name and Ticker or Trading Symbol

rue21, inc. [ RUE ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

601 LEXINGTON AVE., 53RD FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

10/10/2013
(Street)

NEW YORK, NY 10022
(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   10/10/2013     D    7091919   (1) D $42.00   0   I   By SKM Funds   (2)

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

Explanation of Responses:
( 1)  Pursuant to the Agreement and Plan of Merger (the "Agreement") by and among rue21, inc., Rhodes Holdco, Inc. and Rhodes Merger Sub, Inc., dated as of May 23, 2013, on the effective date of the merger contemplated by the Agreement (the "Merger"), each of these shares of common stock was automatically converted into the right to receive $42.00. Of the 7,091,919 shares disposed of by the SKM Funds in connection with the Merger, SKM Equity Fund II, L.P. disposed of 6,952,861.2 shares and SKM Investment Fund II disposed of 139,057.8 shares.
( 2)  Shares were previously owned by SKM Equity Fund II, L.P. and SKM Investment Fund II (together, the "SKM Funds"). The Reporting Person is a Managing Member of Saunders Karp & Megrue Partners, LLC, the general partner of each of SKM Investment Fund II and SKM Partners, L.P., which is the general partner of SKM Equity Fund II, L.P. As such, the Reporting Person may be deemed to have a shared voting and/or dispositive power over these shares. However, the Reporting Person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MEGRUE JOHN F
601 LEXINGTON AVE.
53RD FLOOR
NEW YORK, NY 10022 		X X


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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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