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 710

(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)
04/01/2009

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	04/01/2009		M		50,000⁽⁹⁾	A	$0.55	325,323	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⁾	04/01/2009		M			50,000	⁽⁵⁾	04/01/2011	Common Stock	150,000	$0	100,000	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

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 in consideration for the reporting person allocating a portion of his cash bonus to purchase such units at the fair market value of $1.63 per unit based on the closing price of the Company's common stock on July 17, 2008, 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, and the remaining portions vest on each of April 1, 2010 and April 1, 2011, respectively, subject to the reporting person's continued employment with the Company on each 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. Represents the vesting and settlement of 50,000 shares of common stock pursuant to a restricted stock unit on April 1, 2009.

	/s/ Colin M. Morris, by Power of Attorney	04/03/2009
	** 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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