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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
RENTECH INC /CO/ [ RTK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/04/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 10/04/2012 | M | 23,529 | A | $0 | 141,641 | D | |||
Common Stock | 10/04/2012 | F | 7,313 | D | $2.54 | 134,328 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Option to Purchase Common Stock | $4.15 | 07/14/2009 | 07/13/2016 | Common Stock | 40,000 | 40,000 | D | ||||||||
Restricted Stock Units | $0 | (1) | 11/03/2012 | Common Stock | 85,826 | 85,826 | D | ||||||||
Restricted Stock Units | $0 | (2) | 11/17/2012 | Common Stock | 66,667 | 33,334 | D | ||||||||
Restricted Stock Units | $0 | (3) | 12/10/2012 | Common Stock | 16,538 | 16,538 | D | ||||||||
Restricted Stock Units | $0(4) | 10/04/2012 | M | 23,529 | (4) | 10/04/2013 | Common Stock | 70,588 | $2.54 | 23,530 | D | ||||
Option for Common Stock | $0.95 | (5) | 10/04/2020 | Common Stock | 164,706 | 164,706 | D | ||||||||
Restricted Stock Units | $0(6) | (6) | 10/12/2014 | Common Stock | 95,000 | 95,000 | D | ||||||||
Performance Stock Units | $0(7) | (7) | 10/12/2014 | Common Stock | 190,000 | 190,000 | D | ||||||||
Restricted Stock Units | $0(8) | (8) | 11/09/2014 | Common Stock | 194,780 | 194,780 | D |
Explanation of Responses: |
1. Each restricted stock unit represents a contingent right to receive one share of common stock. 47,681 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 38,145 restricted stock units vest on November 3, 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. 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. |
3. 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. |
4. 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 reportins person's continued employment with the Company on each such date. |
5. The option vests in three equal installments of common stock on the first, second and third anniversaries of the grant date (October 4, 2010), subject to reporting person's continued employment with the Company on each such date. |
6. 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 12, 2011, subject to the reporting person's continued employment with the Company on each such date. |
7. Each performance stock unit represents a right to receive one share of common stock. One hundred percent of the performance stock unit will vest upon the Company's value weighted average price for a 30 day period equaling $3.00 or more on or prior to October 12, 2014. |
8. 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 November 9, 2011, subject to the reporting person's continued employment with the Company on each such date. |
/s/ John H. Diesch | 10/09/2012 | |
** 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. |