Amended Statement of Ownership (sc 13g/a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. 3)

Under the Securities Exchange Act of 1934

rue21, inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

781295100

(CUSIP Number)

December 31, 2012

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ] Rule 13d-1(b)

[ ] Rule 13d-1(c)

[X] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 781295100

1)	Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only)			SKM Equity Fund II, L.P.
2)	Check the Appropriate Box if a Member of a Group			(a) [X] (b) [ ]
3)	SEC Use Only
4)	Citizenship or Place of Organization			Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		5)	Sole Voting Power			6,952,861 *
		6)	Shared Voting Power			-0-
		7)	Sole Dispositive Power			6,952,861 *
		8)	Shared Dispositive Power			-0-
9)	Aggregate Amount Beneficially Owned by Each Reporting Person				6,952,861 *
10)	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares				[ ]
11)	Percent of Class Represented by Amount in Row (9)				29.2% **
12)	Type of Reporting Person				PN

* As of December 31, 2012.

** Based on 23,779,387 shares of Common Stock outstanding as of November 26, 2012, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended October 27, 2012 filed with the Securities and Exchange Commission on November 29, 2012.

CUSIP No. 781295100

1)	Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only)			SKM Investment Fund II
2)	Check the Appropriate Box if a Member of a Group			(a) [X] (b) [ ]
3)	SEC Use Only
4)	Citizenship or Place of Organization			Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		5)	Sole Voting Power			139,057 *
		6)	Shared Voting Power			-0-
		7)	Sole Dispositive Power			139,057 *
		8)	Shared Dispositive Power			-0-
9)	Aggregate Amount Beneficially Owned by Each Reporting Person				139,057 *
10)	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares				[ ]
11)	Percent of Class Represented by Amount in Row (9)				0.6% **
12)	Type of Reporting Person				PN

* As of December 31, 2012.

CUSIP No. 781295100

1)	Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only)			Saunders Karp & Megrue Partners, L.L.C.
2)	Check the Appropriate Box if a Member of a Group			(a) [X] (b) [ ]
3)	SEC Use Only
4)	Citizenship or Place of Organization			Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		5)	Sole Voting Power			7,091,918 *
		6)	Shared Voting Power			-0-
		7)	Sole Dispositive Power			7,091,918 *
		8)	Shared Dispositive Power			-0-
9)	Aggregate Amount Beneficially Owned by Each Reporting Person				7,091,918 *
10)	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares				[ ]
11)	Percent of Class Represented by Amount in Row (9)				29.0% **
12)	Type of Reporting Person				OO

* Represents 6,952,861 shares held by SKM Equity Fund II, L.P. and 139,057 shares held by SKM Investment Fund II as of December 31, 2012.

CUSIP No. 781295100

Amendment No. 3 to Schedule 13G

Reference is hereby made to the Statement on Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on June 2, 2011, Amendment No. 1 thereto also filed on June 2, 2011 and Amendment No. 2 thereto filed on February 14, 2012 (as so amended, the “Schedule 13G”). Terms defined in the Schedule 13G are used herein as so defined.

The following Items of the Schedule 13G are hereby amended as follows:

Item 4. Ownership.

(a) through (c): The information requested in these paragraphs is set forth in Items 5 through 9 and 11 of the cover pages to this Amendment No. 3 to Schedule 13G, and is incorporated herein by reference thereto.

CUSIP No. 781295100

SIGNATURE

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

Dated: February 5, 2013

	SKM EQUITY FUND II, L.P.
	By:	SKM Partners, L.P., its General Partner
	By:	Saunders Karp & Megrue Partners, L.L.C., its General Partner
	By:	/s/ John F. Megrue
		Name: John F. Megrue Title: Managing Member
	SKM INVESTMENT FUND II
	By:	Saunders Karp & Megrue Partners, L.L.C., its General Partner
	By:	/s/ John F. Megrue
		Name: John F. Megrue Title: Managing Member
	SAUNDERS KARP & MEGRUE PARTNERS, L.L.C.
	By:	/s/ John F. Megrue
		Name: John F. Megrue Title: Managing Member