RUE Rue21, Inc. (MM)

This Amendment No.1 to Schedule 13D relates to common stock, par value $0.001 per share (“Common Stock” or “Shares”) of rue21, inc. (“rue21” or the “Company”) and amends the statement on Schedule 13D filed by Robert Fisch relating to the Shares on February 14, 2013 (the “Initial Statement” and together with this Amendment No. 1, the “Schedule 13D”).

Item 4 of the Initial Statement is hereby amended and restated as follows:

“On May 23, 2013, the Company, Rhodes Holdco, Inc. (“Parent”) and Rhodes Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”) entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, on October 10, 2013 (the “Effective Time”), Merger Sub was merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “Merger”).

At the Effective Time, each issued and outstanding share of Common Stock of the Company was cancelled and automatically converted into the right to receive $42.00 per share in cash (the “Per Share Merger Consideration”), without interest (except for (i) shares owned by Parent, Merger Sub, rue21 or any direct or indirect wholly-owned subsidiary of Parent or rue21, and in each case not held on behalf of third parties, (ii) shares as otherwise agreed to in writing before the effective time of the Merger between Parent or its affiliates and the holder of such shares, and (iii) shares owned by shareholders who did not vote in favor of adoption of the Merger Agreement or consented thereto in writing and who have properly demanded and not withdrawn a demand for appraisal).

In addition, at the Effective Time, (i) each outstanding stock option to purchase Shares was cancelled and converted into the right to receive an amount in cash equal to the excess, if any, of the Per Share Merger Consideration over the exercise price for such option, (ii) each restricted stock unit award and deferred stock unit award of the Company was cancelled and converted into the right to receive an amount in cash equal to the Per Share Merger Consideration and (iii) each performance stock unit award of the Company which became vested on or prior to the Effective Time was cancelled and converted into the right to receive an amount in cash equal to the Per Share Merger Consideration.

As a result of the transactions described above, Mr. Fisch no longer beneficially owns any Shares.”

Item 5 of the Initial Statement is hereby amended and restated as follows:

As a result of the transactions described in Item 4, as of October 10, 2013, Mr. Fisch no longer beneficially owns any Shares. Other than the disposition of Shares in connection with the Merger as described in Item 4, there have been no transactions by Mr. Fisch in the Shares during the past 60 days.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 21, 2013