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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Cohrs Dan J (Last) (First) (Middle) 10877 WILSHIRE BLVD., SUITE 600 (Street) LOS ANGELES CA 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) Director 10% Owner X Officer (give title below) Other (specify below) Chief Financial Officer
	3. Date of Earliest Transaction (Month/Day/Year) 11/17/2011
	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	11/17/2011		M		61,667(6)	A	$0	378,142	D
Common Stock	11/17/2011		F		22,619(7)	D	$1.58	355,523	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(5)							(5)	10/22/2011	Common Stock	325,000		108,334	D
Restricted Stock Units	(1)	11/17/2011		M			61,667	(1)	11/17/2012	Common Stock	185,000	$0	61,666	D
Restricted Stock Units	(2)							(2)	12/10/2012	Common Stock	32,804		32,804	D
Restricted Stock Units	(3)							(3)	10/04/2013	Common Stock	176,471		117,647	D
Option for Common Stock	$0.95							(4)	10/04/2020	Common Stock	411,765		411,765	D

Explanation of Responses:

1. 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, one-third vested on November 17, 2011 and the remaining one-third will vest on November 17, 2012, subject to the reporting person's continued employment with the Company on such date.

2. 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.

3. 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.

4. 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.

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 each of October 22, 2009 and October 22, 2010, respectively, and the remaining one-third of the restricted stock units vest on October 22, 2011, subject to the reporting person's continued employment with the Company on such date.

6. Represents the vesting and settlement of common stock pursuant to a restricted stock unit on November 17, 2011.

7. Represents shares of common stock withheld by the Company for the payment of the employee's withholding taxes due upon the vesting and settlement of restricted stock units or performance share awards, as applicable.

	/s/ Dan J. Cohrs	11/21/2011
	** 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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