Rentech (RTK) Form 3 RENTECH / Paul Summers ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Summers Paul

(Last) (First) (Middle)

10880 WILSHIRE BLVD

SUITE 1101

(Street)

LOS ANGELES CA 90024

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/11/2016

3. Issuer Name and Ticker or Trading Symbol
RENTECH, INC. [ RTK ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	12,219	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option for Common Stock	(1)	12/14/2025	Common Stock	20,000	3.03	D
Performance Stock Units	(2)	12/14/2016	Common Stock	2,928(2)	0	D
Performance Stock Units	(3)	12/14/2018	Common Stock	5,917(3)	0	D
Restricted Stock Units	(4)	12/14/2016	Common Stock	1,059	0	D

Explanation of Responses:

1. 1. The option vests in three equal installments of common stock on the first, second and third anniversaries of the grant date (December 14, 2015).

2. The reporting person is entitled to earn a number of performance stock units ("PSUs") determined based on the issuer's total shareholder return ("TSR") over the three years after the vesting date (December 14, 2013). The number of PSUs set forth in the table represents the target number of PSUs that may be earned (the "Target PSUs"). Subject to the reporting person's continued service through each anniversary of the vesting date, if the TSR increases by at least 25% over the annual measurement period, he will be eligible to vest in a number of PSUs determined by multiplying one-third of the Target PSUs by a percentage ranging from 50% to 175% (based on an increase in the TSR ranging from 25% to 100% over the measurement period). Any PSUs that are not earned over the first two measurement periods may vest on the third anniversary based on the increase in the TSR over the full three-year period. Upon vesting, each PSU that has been earned is settled for one share of common stock.

3. The reporting person is entitled to earn a number of performance stock units ("PSUs") based on the issuer's total shareholder return ("TSR") as measured on the third anniversary of December 14, 2014 (the "Vesting Start Date"). The number of PSUs set forth in the table represents the target number of PSUs that may be earned (the "Target PSUs"). A minimum TSR increase of 50% is required for any PSUs to be earned. Subject to the reporting person's continued service, the reporting person may earn 50% - 200% of the Target PSUs for a TSR increase of 50% - 200% on the third anniversary of the Vesting Start Date. Any PSUs that are not earned on the third anniversary may vest on the fourth anniversary based on the increase in the TSR over the full four-year period. Upon any vesting, each PSU that has been earned is settled for one share of common stock.

4. Each restricted stock unit represents a contingent right to receive one share of common stock. One-third of the restricted stock units vested on each of each of December 14, 2014 and December 14, 2015, respectively, and the remaining one-third of the restricted stock units as reflected in the table vest on December 14, 2016, subject to the reporting person's continued employment with the Company on such date.

Remarks:

	/s/ Paul M. Summers	11/18/2016
	** 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 5 (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.
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