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^*

RAMSBOTTOM D HUNT JR

(Last)

(First)

(Middle)

10877 WILSHIRE BOULEVARD

SUITE 600

(Street)

LOS ANGELES

90024

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RENTECH INC /CO/ [ RTK ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2010

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								24,000	I	As UGMA custodian for children
Common Stock	11/17/2010		M		75,000⁽¹⁴⁾	A	$0	374,433	D
Common Stock	11/17/2010		F		27,510⁽¹⁵⁾	D	$1.25	346,923	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)
Option to Purchase	$4.15							⁽¹⁾	07/13/2016	Common Stock	250,000		250,000	D
Performance Stock Units	⁽²⁾							⁽²⁾	04/01/2011	Common Stock	175,000		175,000	D
Performance Stock Units	⁽³⁾							⁽³⁾	04/01/2011	Common Stock	175,000		175,000	D
Restricted Stock Units	⁽⁴⁾							⁽⁴⁾	04/01/2011	Common Stock	115,374		115,374	D
Restricted Stock Units	⁽⁵⁾							⁽⁵⁾	04/01/2011	Common Stock	150,000		50,000	D
Warrants (right to buy)	$1.82							⁽⁶⁾	⁽⁷⁾	Common Stock	2,082,500		2,082,500	D
Warrants (right to buy)	$1.82							⁽⁸⁾	⁽⁸⁾	Common Stock	787,500		787,500	D
Restricted Stock Units	⁽⁹⁾							⁽⁹⁾	11/03/2012	Common Stock	299,758		299,758	D
Restricted Stock Units	⁽¹⁰⁾	11/17/2010		M			75,000	⁽¹⁰⁾	11/17/2012	Common Stock	225,000	$0	150,000	D
Restricted Stock Units	⁽¹¹⁾							⁽¹¹⁾	12/10/2012	Common Stock	59,502		59,502	D
Restricted Stock Units	⁽¹²⁾							⁽¹²⁾	10/04/2013	Common Stock	300,000		300,000	D
Option for Common Stock	$0.95							⁽¹³⁾	10/04/2020	Common Stock	700,000		700,000	D

Explanation of Responses:

1. The option vests in three equal installments of common stock on the first, second and third anniversaries of the grant date (July 14, 2006), subject to reporting person's continued employment with the Company on each such date.

2. Each performance stock unit represents a contingent right to receive one share of common stock. Zero to 100 percent of the performance stock units vest on April 1, 2011, with the final vesting amount depending on the Company's volume weighted average stock price falling within a range of $2.00 to $4.00. Vesting is subject to the reporting person's continued employment with the Company.

3. Each performance stock unit represents a contingent right to receive one share of common stock. Zero to 100 percent of the performance stock units vest on April 1, 2011, with the final vesting amount depending on the Company's total shareholder return relative to the total shareholder return of 12 peer companies. Vesting is subject to the reporting person's continued employment with the Company.

4. Each restricted stock unit represents a contingent right to receive one share of common stock. Fifty percent of the restricted stock units are vested, and the remaining fifty percent vest on April 1, 2011, subject to the reporting person's continued employment with the Company on such date.

5. Each restricted stock unit represents a contingent right to receive one share of common stock. One-third of the restricted stock units vested on April 1, 2009, one-third of the restricted stock vested on April 1, 2010 and the remaining portion vests on April 1, 2011, subject to the reporting person's continued employment with the Company on such date.

6. This warrant became fully vested and exercisable in separate parts on the following dates or events: (i) September 2, 2005, (ii) October 29, 2005, (iii) December 23, 2005 and (iv) when the per share market price of the Company's common stock reached $4.25.

7. The expiration date for this warrant is the earlier of 90 days after Mr. Ramsbottom ceases to be employed by the Company or December 31, 2011.

8. Half of this warrant will vest upon the sooner of Rentech's stock price reaching $5.25 or higher for 12 consecutive trading days or December 31, 2011 as long as Mr. Ramsbottom is still an employee of the Company. The expiration date for this half of the warrant has been extended to December 31, 2012. The other half of the warrant will vest upon Rentech's stock price reaching $5.25 or higher for 12 consecutive trading days and the expiration date for this half of the warrant has been extended to the earlier of 90 days after Mr. Ramsbottom ceases to be employed by the Company or December 31, 2011.

9. Each restricted stock unit represents a contingent right to receive one share of common stock. 166,532 restricted stock units are vested in consideration for the reporting person allocating a portion of his fiscal year 2008 cash bonus to purchase such units and the remaining 133,226 restricted stock units vest on November 3, 2012, subject to the reporting person's continued employment with the Company on such date.

10. Each restricted stock unit represents a contingent right to receive one share of common stock. One-third of the restricted stock units vested on November 17, 2010 and the remaining two-thirds will vest equally on each of the next two anniversaries of November 17, 2009, subject to the reporting person's continued employment with the Company on each such date.

11. Each restricted stock unit represents a contingent right to receive one share of common stock. Fifty percent of the restricted stock units are vested in consideration for the reporting person allocating a portion of his or her cash bonus to purchase such units at the fair market value of $1.69 per unit based on the closing price of the Company's common stock on December 10, 2009, and the remaining fifty percent vest on December 10, 2012, subject to the reporting person's continued employment with the Company on such date.

12. Each restricted stock unit represents a contingent right to receive one share of common stock. One-third of the restricted stock units vest on each of the first three anniversaries of October 4, 2010, subject to the reporting person's continued employment with the Company on each such date.

13. The option vests in three equal installments of common stock on the first, second and third anniversaries of the vesting start date (October 4, 2010), subject to reporting person's continued employment with the Company on each such date.

14. Represents the vesting and settlement of 75,000 shares of common stock pursuant to a restricted stock unit on November 17, 2010.

15. Represents 27,510 shares of common stock withheld by the Company for the payment of the employee's withholding taxes due upon the vesting and settlement of 75,000 shares of common stock pursuant to a restricted stock unit on November 17, 2010.

	/s/ D. Hunt Ramsbottom	11/19/2010
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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