Michelle Spencer Form 4 RENTRAK / Michelle Spencer ownership change

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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X

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^*

Spencer Michelle

(Last) (First) (Middle)

7700 NE AMBASSADOR PLACE

(Street)

PORTLAND OR 97220

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RENTRAK CORP [ RENT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Sr VP Finance & Dep. CFO

3. Date of Earliest Transaction (Month/Day/Year)
01/25/2016

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	01/25/2016		A		2,632(1)	A	$0.0000	7,153	D
Common Stock	01/29/2016		D		1,321	D	$0(2)	5,832	D
Common Stock	01/29/2016		D		5,832	D	$0(3)	0.0000	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
Restricted Stock Units	(4)	01/29/2016		D			2,250	(5)	(5)	Common Stock	2,250	(5)	0.0000	D
Stock Option (Right to Buy)	$20.18	01/29/2016		D			10,000	(6)	04/04/2022	Common Stock	10,000	(6)	0.0000	D
Stock Option (Right to Buy)	$26.7	01/29/2016		D			6,750	(7)	04/07/2021	Common Stock	6,750	(7)	0.0000	D
Stock Option (Right to Buy)	$21.93	01/29/2016		D			1,250	(8)	06/07/2020	Common Stock	1,250	(8)	0.0000	D

Explanation of Responses:

1. On March 24, 2015, the reporting person was granted restricted stock units for up a maximum of 2,632 shares of common stock subject to the successful achievement of a performance goal. On January 25, 2016, the issuer's Compensation Committee determined that the performance criteria for the grant had been fully achieved. The restricted stock units vest in five equal annual installments beginning on March 24, 2015.

2. Disposed of pursuant to merger agreement among the issuer, comScore, Inc. ("comScore") and Rum Acquisition Corporation in exchange for an aggregate of 1,519 shares of common stock of comScore based on the merger consideration of 1.15 shares of the common stock of comScore for each share of the issuer's common stock.

3. These shares, which represent restricted stock units, were assumed by comScore in the merger and replaced with restricted stock units for an aggregate of 6,706 shares of comScore common stock.

4. Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of Rentrak common stock.

5. These restricted stock units, which provided for vesting in five equal annual installments beginning on October 1, 2014, were assumed by comScore in the merger and replaced with restricted stock units for 2,588 shares of comScore common stock.

6. This option, which provided for vesting in five equal annual installments beginning on April 4, 2013, was assumed by comScore in the merger and replaced with an option to purchase 11,500 shares of comScore common stock for $17.55 per share.

7. This option, which provided for vesting in four equal annual installments beginning on April 7, 2012, was assumed by comScore in the merger and replaced with an option to purchase 7,763 shares of comScore common stock for $23.22 per share.

8. This option, which provided for vesting in four equal annual installments beginning on June 7, 2011, was assumed by comScore in the merger and replaced with an option to purchase 1,438 shares of comScore common stock for $19.07 per share.

	/s/ Barbara A. Peachey, Attorney-in-Fact	02/02/2016
	** Signature of Reporting Person	Date
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