RUE Rue21, Inc. (MM)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13E-3

Rule 13e-3 Transaction Statement under Section 13(e)

of the Securities Exchange Act of 1934

(Amendment No. 6)

rue21, inc.

Name of Subject Company (issuer)

rue21, inc.

Rhodes Holdco, Inc.

Apax VIII-A L.P.

Apax VIII-B L.P.

Apax VIII-1 L.P.

Apax VIII-2 L.P.

Apax VIII GP L.P. Inc.

Apax VIII GP Co. Limited

(Names of Filing Persons (other person(s))

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

With copies to:

This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ¨

Check the following box if the filing is a final amendment reporting the results of the transaction: x

Calculation of Filing Fee

In accordance with Exchange Act Rule 0-11(c), the filing fee of $144,042.12 was determined by multiplying 0.0001364 by the aggregate merger consideration of $1,056,027,240.51. The aggregate merger consideration was calculated as the sum of (a) 23,508,312 shares of Common Stock multiplied by the merger consideration of $42.00 per share; (b) 1,606,821 shares of Common Stock issuable upon the exercise of options to purchase Common Stock multiplied by the difference between $42.00 and the weighted average exercise price of $21.69 per share of such options, (c) 363,112 shares issuable upon settlement of restricted stock units multiplied by the merger consideration of $42.00 per share, (d) 3,675 shares issuable upon settlement of deferred stock units multiplied by the merger consideration of $42.00 per share, and (e) 491,394 shares issuable upon settlement of performance share units multiplied by the merger consideration of $42.00 per share (assuming unearned performance share units will be settled for the maximum number of shares subject to such awards of performance share units).

Introduction

This Amendment No. 6 to the Rule 13E-3 Transaction Statement on Schedule 13E-3, together with the exhibits thereto (the “Amendment No. 6”) is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (i) rue21, inc., a Delaware corporation (“rue21” or the “Company”) and the issuer of the common stock, par value $0.001 per share (the “Shares”) that is subject to the Rule 13E-3 transaction, (ii) Rhodes Holdco, Inc., a Delaware corporation (“Parent”), (iii) Apax VIII-A L.P., a Guernsey limited partnership, Apax VIII-B L.P., a Guernsey limited partnership, Apax VIII-1 L.P., a Guernsey limited partnership and Apax VIII-2 L.P., a Guernsey limited partnership (collectively, the “Apax Investors”) and (iv) Apax VIII GP L.P. Inc., a Guernsey limited partnership and Apax VIII GP Co. Limited (collectively, and together with the Apax Investors, the “Apax Entities”).

On May 23, 2013, the Company, 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, Merger Sub was merged with and into rue21, with rue21 continuing as the surviving corporation and a wholly owned subsidiary of Parent (the “Merger”).

Merger Sub is no longer a Filing Person because it was merged with and into rue21.

rue21 filed a definitive proxy statement (the “Definitive Proxy Statement”) under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on August 20, 2013, pursuant to which the rue21 board of directors solicited proxies from stockholders of rue21 in connection with the Merger, including to adopt the Merger Agreement. rue21 filed a supplement to the Definitive Proxy Statement on September 13, 2013 (the “First Proxy Statement Supplement”, together with the Definitive Proxy Statement, the “Proxy Statement”). The information set forth in the Proxy Statement, including all annexes thereto, is hereby incorporated herein by reference, and the responses to each item in this Amendment No. 6 are qualified in their entirety by the information contained in the Proxy Statement and the annexes thereto.

This Amendment No. 6 is being filed pursuant to Rule 13e-3(d)(3) to report the results of the transaction that is the subject of this Amendment No. 6.

All information contained in, or incorporated by reference into, this Amendment No. 6 concerning each Filing Person has been supplied by such Filing Person.

Item 15. Additional Information.

Regulation M-A Item 1011

On September 19, 2013, at a special meeting of rue21’s stockholders, the Merger Agreement was adopted by (i) the holders of at least a majority of the shares of the Company’s common stock outstanding and entitled to vote at the special meeting and (ii) the holders of at least majority of the shares of the Company’s common stock not beneficially owned, directly or indirectly, by Parent, Merger Sub, Apax VIII-A L.P., Apax VIII-B L.P., Apax VIII-1 L.P. and Apax VIII-2 L.P., SKM Equity Fund II, L.P., SKM Investment Fund II or any executive officer or director of the Company who, prior to the date of the special meeting, had entered into any contract with Parent or any of its affiliates providing for the consideration to be received by such executive officer or director in the Merger to be different from that paid to other holders of the shares of the Company’s common stock pursuant to the terms of the Merger Agreement.

On October 10, 2013, rue21 filed a Certificate of Merger with the Secretary of State of the State of Delaware, pursuant to which Merger Sub was merged with and into rue21, with rue21 continuing as the surviving corporation and a wholly owned subsidiary of Parent. At the effective time of the Merger, each issued and outstanding share of common stock, par value $.001 per share, of rue21was cancelled and automatically converted into the right to receive $42.00 per share in cash, 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).

As a result of the Merger, the common stock ceased trading on the Nasdaq stock exchange and became eligible for termination of registration under the Exchange Act. Accordingly, rue21 has filed a Certification and Notice of Termination of Registration on Form 15 with the SEC in order to deregister its common stock under the Exchange Act.

2

SIGNATURE

After due 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 16, 2013

After due 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 16, 2013

After due 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 16, 2013

After due 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.

3

Dated: October 16, 2013

After due 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 16, 2013

After due 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 16, 2013

After due 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.

4

Dated: October 16, 2013

After due 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 16, 2013

5

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