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*
MCGRAW EDWARD ROBINSON
(Last) (First) (Middle)
(Street)
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
RENASANT CORP [ RNST ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman and CEO
3. Date of Earliest Transaction (Month/Day/Year)
02/01/2007
4. If Amendment, Date of 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
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 02/01/2007 A 1,075(4) A $30.63 15,197 D
Common Stock ( Restroclted Stock Grant) 7,500(1) D
Common Stock 12,483 I By IRA
Common Stock 12,925.947 I By 401K
Common Stock 598.02 I Cust. for Son
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to buy) $30.63 01/01/2008(3) 01/01/2017 Common Stock 32.9 22,500 D
Employee Stock Option (Right to buy) $8.47 01/01/2002(3) 01/01/2011 Common Stock 8.47 22,500 D
Employee Stock Option (Right to buy) $15.65 01/01/2003(3) 01/01/2012 Common Stock 15.65 22,500 D
Employee Stock Option (Right to buy) $18.77 01/01/2004(3) 01/01/2013 Common Stock 18.77 22,500 D
Employee Stock Option (Right to buy) $22.23 01/01/2005(3) 01/01/2014 Common Stock 22.23 22,500 D
Employee Stock Option (Right to buy) $22.77 01/01/2006(3) 01/01/2015 Common Stock 22.77 22,500 D
Employee Stock Option (Right to buy) $21.93 01/01/2007(3) 01/01/2016 Common Stock 21.93 22,500 D
Phantom Stock(2) (2) (2) (2) Common Stock 1,438.64 1,438.64 D
Explanation of Responses:
1. This is the target amount of a performance based restricted stock grant available at the end of the 2007 Performance Cycle if certain performance criteria is met. Any adjustments to the Target Award (whether an increase or decrease) will be reported at the time of the actual determination of performance as compared to the applicable threshold, target and maximum Performance Objectives. In no event, however, will the number of shares awarded exceed 150% of the number of shares of the target award. The share price will be dtermined at the close of businesss on the end of the Performance Cycle.
2. The phantom stock units are accrued under the Rneasant DSU Plan The units are settled 100% in the Company's common stock upon the reporting person's reitrement or upon approved hardship reasons. The conversion price is one phantom stock unit for one share of the Company's common stock.
3. Beginning with this date. Equal installments of 33 1/3 of the option shares granted will be available for exercise upon completion of one, two, and three years service measured from date of grant , respectively. The options expire ten 10 years from the grant date.
4. This is the adjustment to the target amount of the 2006 performance based restricted stock grant previously reported.
E. Robinson McGraw 02/05/2007
** 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.