Jeffrey Richard Spain Form 4 Rentech Nitrogen Partners / JEFFREY RICHARD SPAIN 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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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^*

SPAIN JEFFREY RICHARD

(Last) (First) (Middle)

10877 WILSHIRE BLVD. 10TH FLOOR

(Street)

LOS ANGELES CA 90024

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Rentech Nitrogen Partners, L.P. [ RNF ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CFO

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2015

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 Units	12/14/2015		M		658	A	$0	10,160	D
Common Units	12/14/2015		F		248	D	$9.8	9,912	D
Common Units	12/14/2015		M		625	A	$0	10,537	D
Common Units	12/14/2015		F		235	D	$9.8	10,302	D
Common Units	12/14/2015		M		626	A	$0	10,928	D
Common Units	12/14/2015		F		236	D	$9.8	10,692	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
Phantom Units	$0(1)	12/14/2015		M			658	(1)	12/14/2015	Common Units	658	$0	0	D
Phantom Units	$0(2)	12/14/2015		M			625	(2)	12/14/2016	Common Units	625	$0	627	D
Phantom Units	$0(3)	12/14/2015		M			626	(3)	12/14/2017	Common Units	626	$0	1,251	D

Explanation of Responses:

1. Each phantom unit represents a contingent right to receive one common unit of Rentech Nitrogen Partners, L.P. One third of the phantom units vested on each of the first three anniversaries of December 14, 2012.

2. Each phantom unit represents a contingent right to receive one common unit of Rentech Nitrogen Partners, L.P. One third of the phantom units vest on each of the first three anniversaries of December 14, 2013, subject to the reporting person's continued employment with the Partnership on each such date.

3. Each phantom unit represents a contingent right to receive one common unit of Rentech Nitrogen Partners, L.P. One third of the phantom units vest on each of the first three anniversaries of December 14, 2014, subject to the reporting person's continued employment with the Partnership on each such date.

Remarks:

	/s/ Jeffrey Spain	12/16/2014
	** 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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