RUE Rue21, Inc. (MM)

EXPLANATORY NOTE

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 2, filed by rue21, inc., a Delaware corporation (the “Registrant”), relates to Registration Statement 333-164401 filed by the Registrant with the Securities and Exchange Commission on January 19, 2010, registering 4,754,880 shares of common stock, par value $0.001 per share (“Common Stock”), of the Registrant relating to the rue21, inc. Amended and Restated 2003 Ownership Incentive Plan and the rue21, inc. 2009 Omnibus Incentive Plan (the “Registration Statement”) (note that the preceding share number listed does not take into account corporate actions, such as stock splits, taken in the interim).

Effective as of October 10, 2013 (the “Effective Time”), pursuant to the Agreement and Plan of Merger, dated as of May 23, 2013, by and among Rhodes Holdco, Inc., a Delaware corporation (“Parent”), Rhodes Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and the Registrant, Merger Sub merged with and into the Registrant (the “Merger”), with the Registrant surviving the Merger as the surviving corporation. In connection with the Merger, all issued and outstanding Common Stock, other than certain excluded shares, converted into the right to receive cash. As a result of the Merger, the offerings under the Registration Statement have been terminated. In accordance with the undertakings made by the Registrant to remove from registration, by means of a post-effective amendment, any of the securities under the Registration Statement which remain unsold at the termination of the offerings, the Registrant hereby removes from registration all securities registered under the Registration Statement which remained unsold as of the Effective Time, if any.