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 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 * Thomson Robert R.   2. Issuer Name and Ticker or Trading Symbol rue21, inc. [RUE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Senior VP of Real Estate (Last) (First) (Middle) RUE21, INC., 800 COMMONWEALTH DR 3. Date of Earliest Transaction (Month/Day/Year) 10/09/2013 (Street) WARRENDALE, PA 15086 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 10/09/2013   J/K(1)   4,762 D $ 42 (1) 13,895 D   Common Stock 10/10/2013   D(2)   13,895 D $ 42 (2) 0 D

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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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 (Month/Day/Year)

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

Stock Options

$ 11.8

10/10/2013

D(3)

13,740

07/24/2013

07/24/2019

Common Stock

13,740

$ 0

0

D

Stock Options

$ 34.27

10/10/2013

D(3)

15,000

(3)

04/05/2020

Common Stock

15,000

$ 7.73 (3)

0

D

Stock Options

$ 30.12

10/10/2013

D(3)

13,500

(3)

05/01/2021

Common Stock

13,500

$ 11.88 (3)

0

D

Stock Options

$ 27.26

10/10/2013

D(3)

5,000

(3)

03/19/2022

Common Stock

5,000

$ 14.74 (3)

0

D

Stock Options

$ 27.79

10/10/2013

D(3)

8,451

(3)

03/26/2023

Common Stock

8,451

$ 14.21 (3)

0

D

Restricted Stock Units

(4)

10/10/2013

D(4)

2,167

(4)

(5)

Common Stock

2,167

$ 42 (4)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Thomson Robert R. RUE21, INC. 800 COMMONWEALTH DR WARRENDALE, PA 15086			Senior VP of Real Estate

Signatures

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

Explanation of Responses:

*	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).
(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.

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