Sec Form 4 Filing - Engaged Capital LLC @ RENT A CENTER INC DE - 2017-03-21

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Engaged Capital LLC 2. Issuer Name and Ticker or Trading Symbol RENT A CENTER INC DE [ RCII] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 610 NEWPORT CENTER DRIVE, SUITE 250 3. Date of Earliest Transaction (MM/DD/YY) 03/21/2017 (Street) NEWPORT BEACH, CA92660 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 ( 1 ) 03/21/2017 P 20,804 A $ 8.5531 1,715,719 I By: Engaged Capital Co-Invest V-A, LP ( 4 ) Common Stock ( 1 ) 03/21/2017 P 683,100 A $ 8.6133 2,398,819 I By: Engaged Capital Co-Invest V-A, LP ( 4 ) Common Stock ( 1 ) 03/21/2017 P 195,000 A $ 8.6125 2,593,819 I By: Engaged Capital Co-Invest V-A, LP ( 4 ) Common Stock ( 1 ) 03/22/2017 P 512,697 A $ 8.6298 3,106,516 I By: Engaged Capital Co-Invest V-A, LP ( 4 ) Common Stock ( 1 ) 03/22/2017 P 4,700 A $ 8.6434 3,111,216 I By: Engaged Capital Co-Invest V-A, LP ( 4 ) Common Stock ( 1 ) 03/22/2017 P 45,932 A $ 8.5433 3,157,148 I By: Engaged Capital Co-Invest V-A, LP ( 4 ) Common Stock ( 1 ) 03/23/2017 P 45,000 A $ 8.8196 3,202,148 I By: Engaged Capital Co-Invest V-A, LP ( 4 ) Common Stock ( 1 ) 03/23/2017 P 50,000 A $ 8.8478 3,252,148 I By: Engaged Capital Co-Invest V-A, LP ( 4 ) Common Stock ( 1 ) 03/23/2017 P 30,000 A $ 8.855 3,282,148 I By: Engaged Capital Co-Invest V-A, LP ( 4 ) Common Stock ( 1 ) 03/23/2017 P 33,000 A $ 8.821 3,315,148 I By: Engaged Capital Co-Invest V-A, LP ( 4 ) Common Stock ( 1 ) 03/23/2017 P 35,000 A $ 8.8859 3,350,148 I By: Engaged Capital Co-Invest V-A, LP ( 4 ) Common Stock ( 1 ) 03/23/2017 P 40,000 A $ 8.8176 3,390,148 I By: Engaged Capital Co-Invest V-A, LP ( 4 ) Common Stock ( 1 ) 2,519,969 I By: Engaged Capital Flagship Master Fund, LP ( 2 ) Common Stock ( 1 ) 2,703,611 I By: Engaged Capital Co-Invest V, LP ( 3 ) Common Stock ( 1 ) 369,881 I By: Managed Account of Engaged Capital, LLC ( 5 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Engaged Capital LLC 610 NEWPORT CENTER DRIVE SUITE 250 NEWPORT BEACH, CA92660 X Engaged Capital Holdings, LLC 610 NEWPORT CENTER DRIVE SUITE 250 NEWPORT BEACH, CA92660 X Welling Glenn W. 610 NEWPORT CENTER DRIVE SUITE 250 NEWPORT BEACH, CA92660 X Engaged Capital Flagship Master Fund, LP CRICKET SQUARE, HUTCHINS DRIVE P.O. BOX 2681 GRAND CAYMAN, E9KY1-1111 See Footnote 1 Engaged Capital Co-Invest V, LP 610 NEWPORT CENTER DRIVE SUITE 250 NEWPORT BEACH, CA92660 See Footnote 1 Engaged Capital Co-Invest V-A, LP 610 NEWPORT CENTER DRIVE SUITE 250 NEWPORT BEACH, CA92660 See Footn ote 1 Engaged Capital Flagship Fund, L.P. 610 NEWPORT CENTER DRIVE SUITE 250 NEWPORT BEACH, CA90272 See Footnote 1 Engaged Capital Flagship Fund, Ltd. 610 NEWPORT CENTER DRIVE SUITE 250 NEWPORT BEACH, CA92660 See Footnote 1 Signatures Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory 03/23/2017 Signature of Reporting Person Date Engaged Capital Holdings, LLC; By: /s/ Glenn W. Welling, Authorized Signatory 03/23/2017 Signature of Reporting Person Date /s/ Glenn W. Welling 03/23/2017 Signature of Reporting Person Date Engaged Capital Flagship Master Fund, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory 03/23/2017 Signature of Reporting Person Date Engaged Capital Co-Invest V, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory 03/23/2017 Signature of Reporting Person Date Engaged Capital Co-Invest V-A, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory 03/23/2017 Signature of Reporting Person Date Engaged Capital Flagship Fund, LP; By: Engaged Capital, LLC; By: /s/ Glenn W. Welling, Authorized Signatory 03/23/2017 Signature of Reporting Person Date Engaged Capital Flagship Fund, Ltd.; By: /s/ Glenn W. Welling, Director 03/23/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is filed jointly by Engaged Capital Flagship Master Fund, LP ("Engaged Capital Flagship Master"), Engaged Capital Co-Invest V, LP ("Engaged Capital Co-Invest V"), Engaged Capital Co-Invest V-A, LP ("Engaged Capital Co-Invest V-A"), Engaged Capital Flagship Fund, LP ("Engaged Capital Fund"), Engaged Capital Flagship Fund, Ltd. ("Engaged Capital Offshore"), Engaged Capital, LLC ("Engaged Capital"), Engaged Capital Holdings, LLC ("Engaged Holdings") and Glenn W. Welling (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively beneficially owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. ( 2 )Securities owned directly by Engaged Capital Flagship Master. As feeder funds of Engaged Capital Flagship Master, each of Engaged Capital Fund and Engaged Capital Offshore may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. As the general partner and investment adviser of Engaged Capital Flagship Master, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Flagship Master. ( 3 )Securities owned directly by Engaged Capital Co-Invest V. As the general partner and investment adviser of Engaged Capital Co-Invest V, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V. ( 4 )Securities owned directly by Engaged Capital Co-Invest V-A. As the general partner and investment adviser of Engaged Capital Co-Invest V-A, Engaged Capital may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities owned directly by Engaged Capital Co-Invest V-A. ( 5 )Securities held in an account separately managed by Engaged Capital (the "Engaged Capital Account"). Engaged Capital, as the investment adviser of the Engaged Capital Account, may be deemed to beneficially own the securities held in the Engaged Capital Account. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the securities held in the Engaged Capital Account. Mr. Welling, as the Founder and Chief Investment Officer of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the securities held in the Engaged Capital Account.

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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