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*
Ney Eileen
(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 Accounting Officer
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)
Code V Amount (A) or (D) Price
Common Stock 11/17/2010 M 25,000 A $0(6) 25,000 D
Common Stock 11/17/2010 F 9,170 D $1.25(7) 15,830 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
Option for Common Stock $0.77 (1) 02/12/2019 Common Stock 20,000 20,000 D
Restricted Stock Units (2) 11/17/2010 M 25,000 (2) 11/17/2012 Common Stock 75,000 $0 50,000 D
Restricted Stock Uinits (3) (3) 12/10/2012 Common Stock 6,900 6,900 D
Restricted Stock Units (4) (4) 10/04/2013 Common Stock 35,294 35,294 D
Option for Common Stock $0.95 (5) 10/04/2020 Common Stock 82,353 82,353 D
Explanation of Responses:
1. The option vests in three equal installments of common stock on the first, second and third anniversaries of the vesting start date (January 19, 2009), subject to reporting person's continued employment with the Company on each 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 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.
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 reporting 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 vesting start date (October 4, 2010), subject to reporting person's continued employment with the Company on each such date.
6. Represents the vesting and settlement of 25,000 shares of common stock pursuant to a restricted stock unit on November 17, 2010.
7. Represents 9,170 shares of common stock withheld by the Company for the payment of the employee's withholding taxes due upon the vesting and settlement of 25,000 shares of common stock pursuant to a restricted stock unit on November 17, 2010.
/s/ Eileen Ney 11/19/2010
** 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.