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^*

CHEMEROW DAVID I.

(Last)

(First)

(Middle)

7700 NE AMBASSADOR PLACE

(Street)

PORTLAND

97220

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RENTRAK CORP [ RENT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer & CFO

3. Date of Earliest Transaction (Month/Day/Year)
12/02/2014

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)
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	12/02/2014		M		84,000	A	$13.29	370,902	D
Common Stock	12/02/2014		M		16,000	A	$17.22	386,902	D
Common Stock	12/02/2014		S		100,000	D	$79.75	286,902	D
Common Stock	12/02/2014		G	V	2,000	D	$0.0000	284,902	D

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)
Employee Stock Option (Right to Buy)	$17.22	12/02/2014		M			16,000	⁽¹⁾	10/01/2019	Common Stock	16,000	$0.0000	105,750	D
Employee Stock Option (Right to Buy)	$13.29	12/02/2014		M			84,000	⁽²⁾	11/06/2021	Common Stock	84,000	$0.0000	42,000	D

Explanation of Responses:

1. Becomes exercisable in four equal annual installments beginning on October 1, 2009.

2. Becomes exercisable in three equal annual installments on November 6, 2013, 2014 and 2015.

Remarks:

Chemerow's sale of shares purchased upon exercise of vested options is for estate planning purposes. It represents approximately 13% of all of his outstanding shares, including all outstanding options and RSUs. In addition Chemerow donated 2,000 shares of common stock to Ripon College to fulfill a capital campaign pledge. Since joining the company in 2009, Chemerow has purchased approximately $250,000 of Rentrak common stock and has sold none. Under Rentrak's compensation policy, in effect for over five years, Chemerow, as well as several senior officers, accepted significantly reduced levels of base salaries, some by as much as 50 percent, in favor of increased equity awards, to better align management's interests with those of its shareholders. The company's share price has appreciately approximately 400% since Chemerow joined Rentrak. Chemerow now owns approximately 90,000 shares of Rentrak common stock and 266,000 vested options, equaling a 2.4% stake in Rentrak. Chemerow has no plans to sell any further stock in the next year.

	/s/ Barbara A. Peachey, Attorney-in-Fact	12/04/2014
	** 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).
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