SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

PLAINFIELD ASSET MANAGEMENT LLC

(Last)

(First)

(Middle)

100 WEST PUTNAM AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RCN CORP /DE/ [ RCNI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/03/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON STOCK, PAR VALUE $0.01	06/03/2009		P		17,248	A	$5.96	17,248⁽²⁾	I	By Plainfield Special Situations Master Fund II Limited⁽¹⁾
COMMON STOCK, PAR VALUE $0.01	06/10/2009		P		9,984	A	$5.98	27,232⁽²⁾	I	By Plainfield Special Situations Master Fund II Limited⁽¹⁾
COMMON STOCK, PAR VALUE $0.01	06/11/2009		P		6,754	A	$5.99	33,986⁽²⁾	I	By Plainfield Special Situations Master Fund II Limited⁽¹⁾
COMMON STOCK, PAR VALUE $0.01	06/15/2009		P		5,266	A	$5.73	39,252⁽²⁾	I	By Plainfield Special Situations Master Fund II Limited⁽¹⁾
COMMON STOCK, PAR VALUE $0.01	06/16/2009		P		36,305	A	$5.96	75,557⁽²⁾	I	By Plainfield Special Situations Master Fund II Limited⁽¹⁾
COMMON STOCK, PAR VALUE $0.01	06/17/2009		P		5,071	A	$5.87	80,628⁽²⁾	I	By Plainfield Special Situations Master Fund II Limited⁽¹⁾
COMMON STOCK, PAR VALUE $0.01	06/18/2009		P		1,462	A	$5.85	82,090⁽²⁾	I	By Plainfield Special Situations Master Fund II Limited⁽¹⁾
COMMON STOCK, PAR VALUE $0.01	06/22/2009		P		9,329	A	$5.74	91,419⁽²⁾	I	By Plainfield Special Situations Master Fund II Limited⁽¹⁾
COMMON STOCK, PAR VALUE $0.01	06/23/2009		P		17,574	A	$5.77	108,993⁽²⁾	I	By Plainfield Special Situations Master Fund II Limited⁽¹⁾
COMMON STOCK, PAR VALUE $0.01	06/24/2009		P		15,470	A	$5.84	124,463⁽²⁾	I	By Plainfield Special Situations Master Fund II Limited⁽¹⁾
COMMON STOCK, PAR VALUE $0.01	06/26/2009		P		9,530	A	$5.89	133,993⁽²⁾	I	By Plainfield Special Situations Master Fund II Limited⁽¹⁾
COMMON STOCK, PAR VALUE $0.01	06/30/2009		P		15,476	A	$5.99	149,469⁽²⁾	I	By Plainfield Special Situations Master Fund II Limited⁽¹⁾
COMMON STOCK, PAR VALUE $0.01	07/06/2009		P		357	A	$5.7	149,826⁽²⁾	I	By Plainfield Special Situations Master Fund II Limited⁽¹⁾
COMMON STOCK, PAR VALUE $0.01	07/07/2009		P		21,489	A	$5.74	171,315⁽²⁾	I	By Plainfield Special Situations Master Fund II Limited⁽¹⁾
COMMON STOCK, PAR VALUE $0.01	07/08/2009		P		20,059	A	$5.74	191,374⁽²⁾	I	By Plainfield Special Situations Master Fund II Limited⁽¹⁾
COMMON STOCK, PAR VALUE $0.01	07/09/2009		P		8,144	A	$5.91	199,518⁽²⁾	I	By Plainfield Special Situations Master Fund II Limited⁽¹⁾
COMMON STOCK, PAR VALUE $0.01	07/10/2009		P		27,872	A	$5.85	227,390⁽²⁾	I	By Plainfield Special Situations Master Fund II Limited⁽¹⁾
COMMON STOCK, PAR VALUE $0.01	07/14/2009		P		24,468	A	$5.89	251,858⁽²⁾	I	By Plainfield Special Situations Master Fund II Limited⁽¹⁾
COMMON STOCK, PAR VALUE $0.01	10/26/2009		S		6,344	D	$9	245,514⁽²⁾	I	By Plainfield Special Situations Master Fund II Limited⁽¹⁾
COMMON STOCK, PAR VALUE $0.01	10/27/2009		S		7,676	D	$9.06	237,838⁽²⁾	I	By Plainfield Special Situations Master Fund II Limited⁽¹⁾
COMMON STOCK, PAR VALUE $0.01	10/28/2009		S		4,441	D	$8.68	233,397⁽²⁾	I	By Plainfield Special Situations Master Fund II Limited⁽¹⁾
COMMON STOCK, PAR VALUE $0.01	10/29/2009		S		3,172	D	$8.66	230,225⁽²⁾	I	By Plainfield Special Situations Master Fund II Limited⁽¹⁾
COMMON STOCK, PAR VALUE $0.01	10/30/2009		S		6,344	D	$8.38	223,881⁽²⁾	I	By Plainfield Special Situations Master Fund II Limited⁽¹⁾
COMMON STOCK, PAR VALUE $0.01	11/02/2009		S		5,646	D	$8.11	218,235⁽²⁾	I	By Plainfield Special Situations Master Fund II Limited⁽¹⁾
COMMON STOCK, PAR VALUE $0.01	11/03/2009		S		6,344	D	$8.19	211,891⁽²⁾	I	By Plainfield Special Situations Master Fund II Limited⁽¹⁾
COMMON STOCK, PAR VALUE $0.01	11/04/2009		S		12,687	D	$8.1	199,204⁽²⁾	I	By Plainfield Special Situations Master Fund II Limited⁽¹⁾
COMMON STOCK, PAR VALUE $0.01	11/05/2009		S		8,183	D	$8.27	191,021⁽²⁾	I	By Plainfield Special Situations Master Fund II Limited⁽¹⁾
COMMON STOCK, PAR VALUE $0.01	11/06/2009		S		12,687	D	$8.15	178,334⁽²⁾	I	By Plainfield Special Situations Master Fund II Limited⁽¹⁾
COMMON STOCK, PAR VALUE $0.01	11/09/2009		S		12,687	D	$8.33	165,647⁽²⁾	I	By Plainfield Special Situations Master Fund II Limited⁽¹⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

PLAINFIELD ASSET MANAGEMENT LLC

(Last)

(First)

(Middle)

100 WEST PUTNAM AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

PLAINFIELD SPECIAL SITUATIONS MASTER FUND LTD.

(Last)

(First)

(Middle)

100 WEST PUTNAM AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Plainfield Special Situations Master Fund II Ltd

(Last)

(First)

(Middle)

100 WEST PUTNAM AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Plainfield OC Master Fund Ltd

(Last)

(First)

(Middle)

100 WEST PUTNAM AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Plainfield Liquid Strategies Master Fund Ltd

(Last)

(First)

(Middle)

100 WEST PUTNAM AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

HOLMES MAX

(Last)

(First)

(Middle)

C/O PLAINFIELD ASSET MANAGEMENT LLC

100 WEST PUTNAM AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Plainfield Asset Management LLC ("Plainfield"), is the manager of Plainfield Special Situations Master Fund Limited ("Master Fund"), Plainfield Special Situations Master Fund II Limited ("Master Fund II"), Plainfield OC Master Fund Limited ("OC Fund") and Plainfield Liquid Strategies Master Fund Limited ("Liquid Strategies Fund", and together with Plainfield, Master Fund, Master Fund II, and OC Fund, the "Reporting Persons"), each a private investment vehicle formed for the purpose of investing and trading in a variety of securities and financial instruments. Max Holmes, an individual, is the chief investment officer of Plainfield. Each of the Reporting Persons disclaims beneficial ownership of the reported shares for which it is not the record owner, and this report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of the securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein.

2. The amounts listed in this column do not include a total of 4,503,813 shares of Common Stock underlying 2,992,995 warrants currently held by Master Fund, Master Fund II, and OC Fund. As previously disclosed on the Form 3 filed by Master Fund, Plainfield and Max Holmes on February 2, 2008, Master Fund acquired 2,992,995 warrants exercisable into 4,503,813 shares of Common Stock. On May 31, 2009, Master Fund transferred 336,856 warrants, exercisable into 506,896 shares of Common Stock to Master Fund II and 209,309 warrants, exercisable into to 314,965 shares of Common Stock, to OC Fund. Currently, Master Fund holds the remaining 2,446,830 warrants, exercisable into 3,681,952 shares of Common Stock.

Remarks:

*** Duly authorized pursuant to Power of Attorney, dated February 1, 2007, by and on behalf of Max Holmes, appointing Thomas X. Fritsch as his attorney-in-fact, included as an Exhibit 24 to this Form 4.

	/s/ Thomas X. Fritsch PLAINFIELD ASSET MANAGEMENT LLC Managing Director and General Counsel	03/01/2010
	/s/ Thomas X. Fritsch PLAINFIELD SPECIAL SITUATIONS MASTER FUND LIMITED Authorized Individual	03/01/2010
	/s/ Thomas X. Fritsch PLAINFIELD SPECIAL SITUATIONS MASTER FUND II LIMITED Authorized Individual	03/01/2010
	/s/ Thomas X. Fritsch PLAINFIELD OC MASTER FUND LIMITED Authorized Individual	03/01/2010
	/s/ Thomas X. Fritsch PLAINFIELD LIQUID STRATEGIES MASTER FUND LIMITED Authorized Individual	03/01/2010
	/s/ Thomas X. Fritsch MAX HOLMES Attorney-in-Fact***	03/01/2010
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.