Form 4 RAMSBOTTOM D HUNT JR For: Nov 03 (10K)

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, Section 17(a) of the Public Utility Holding Company Act of 1935 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)
11/03/2009

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock								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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option to Purchase

$ 4.15

⁽¹⁾

07/13/2016

Common Stock

250,000

Performance Stock Units

⁽²⁾

04/01/2011

Common Stock

175,000

Performance Stock Units

⁽³⁾

04/01/2011

Common Stock

175,000

Restricted Stock Units

⁽⁴⁾

04/01/2011

Common Stock

115,374

Restricted Stock Units

⁽⁵⁾

04/01/2011

Common Stock

150,000

100,000

Warrants (right to buy)

$ 1.82

⁽⁶⁾

⁽⁷⁾

Common Stock

2,082,500

Warrants (right to buy)

$ 1.82

⁽⁸⁾

Common Stock

787,500

Restricted Stock Units

⁽⁹⁾

11/03/2009

299,758

⁽⁹⁾

11/03/2012

Common Stock

299,758

⁽⁹⁾

299,758

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, 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. 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.

	/s/ D. Hunt Ramsbottom	11/03/2009
	** 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).
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.

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