- Statement of Changes in Beneficial Ownership (4)
December 18 2012 - 8:18PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
DIESCH JOHN HOWARD
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2. Issuer Name
and
Ticker or Trading Symbol
RENTECH INC /CO/
[
RTK
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Senior Vice President
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(Last)
(First)
(Middle)
10877 WILSHIRE BLVD., SUITE 600
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/14/2012
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(Street)
LOS ANGELES, CA 90024
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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295235
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
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(1)
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12/14/2012
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A
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31690
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(1)
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12/14/2015
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Common Stock
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31690
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$0
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31690
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D
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Performance Stock Units
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(2)
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12/14/2012
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A
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290512
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(2)
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12/14/2015
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Common Stock
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290512
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$0
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290512
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D
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Explanation of Responses:
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(
1)
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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 December 14, 2012, subject to the reporting person's continued employment with the Company on each such date.
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(
2)
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Each performance stock unit represents a right to receive one share of common stock. The performance stock units vest in three measurement periods based upon the total shareholder return of the Company's common stock over the one-year, two-year and three-year measurement periods after the grant date. A minimum total shareholder return of 25% must be met for any units to vest in a measurement period, and a total shareholder return of 100% must be met for the maximum number of units to vest. Up to a maximum of one-third of the performance units may vest in each of the first two measurement periods, provided that up to the maximum of the remaining unvested units may vest in the final measurement period depending upon the final three-year total shareholder return meeting the applicable threshold.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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DIESCH JOHN HOWARD
10877 WILSHIRE BLVD., SUITE 600
LOS ANGELES, CA 90024
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Senior Vice President
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Signatures
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/s/ John H. Diesch
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12/18/2012
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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