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

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No.    )*


RENTECH, INC.
(Name of Issuer)
 
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
 
760112102
(CUSIP Number)
 
March 28, 2012
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
[   ]  Rule 13d-1(b)
[X]  Rule 13d-1(c)
[   ]  Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 


 
 CUSIP No.  760112102
 
1
 
 Names of Reporting Persons    
 
  Park West Asset Management LLC
 
 
 
2
 
 Check the Appropriate Box if a Member of a Group (See Instructions)        (a)    o
                                        (b)    o
 
 
3
 
 SEC Use Only
 
 
 
4
 
 Citizenship or Place of Organization
 
  Delaware
 
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
 
 5
 
 
 Sole Voting Power
 
     11,347,503*
 
 6
 
 
 Shared Voting Power
 
         0
 
 7
 
 
 Sole Dispositive Power
 
    11,347,503*
 
 8
 
 
 Shared Dispositive Power
 
        0
 
9
 
 Aggregate Amount Beneficially Owned by Each Reporting Person
 
 11,347,503*
 
 
10
 
 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):   o
 
 
11
 
 Percent of Class Represented by Amount in Row (9)
 5.0%*
 
 
12
 
 Type of Reporting Person (See Instructions)
 
 IA
 
 
* Beneficial ownership percentage is based upon 225,360,551 shares of common stock, $0.01 par value per share (“Common Stock”), of Rentech, Inc., a Colorado corporation (the “Company”), issued and outstanding as of February 29, 2012, based on information reported by the Company in its Transition Report on Form 10-K for the transition period from October 1, 2011 to December 31, 2011, filed with the Securities and Exchange Commission on March 15, 2012.  Park West Asset Management LLC (“PWAM”) is the investment manager to Park West Investors Master Fund, Limited, a Cayman Islands exempted company (“PWIMF”), and Park West Partners International, Limited, a Cayman Islands exempted company (“PWPI” and, together with PWIMF, the “PW Funds”).  As of March 28, 2012, PWIMF holds 9,270,191 shares of Common Stock and PWPI holds 2,077,312 shares of Common Stock.  PWAM, as the investment manager to the PW Funds, and Peter S. Park, as the sole member and manager of PWAM (“Park” and, together with PWAM, the “Reporting Persons”), may be deemed to beneficially own the 11,347,503 shares of Common Stock held by the PW Funds.  As a result of the foregoing, for purposes of Reg. Section 240.13d-3, the Reporting Persons are deemed to beneficially own 11,347,503 shares of Common Stock, or 5.0% of the shares of Common Stock deemed to be issued and outstanding as of March 28, 2012.
 

 
2

 
 
 
 

 

 
 CUSIP No.  760112102
 
1
 
 Names of Reporting Persons    
 
  Peter S. Park
 
 
 
2
 
 Check the Appropriate Box if a Member of a Group (See Instructions)        (a)    o
                                        (b)    o
 
 
3
 
 SEC Use Only
 
 
 
4
 
 Citizenship or Place of Organization
 
  United States of America
 
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
 
 5
 
 
 Sole Voting Power
 
     11,347,503*
 
 6
 
 
 Shared Voting Power
 
         0
 
 7
 
 
 Sole Dispositive Power
 
    11,347,503*
 
 8
 
 
 Shared Dispositive Power
 
         0
 
9
 
 Aggregate Amount Beneficially Owned by Each Reporting Person
 
 11,347,503*
 
 
10
 
 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):   o
 
 
11
 
 Percent of Class Represented by Amount in Row (9)
 5.0%*
 
 
12
 
 Type of Reporting Person (See Instructions)
 
 IN
 
 
* Beneficial ownership percentage is based upon 225,360,551 shares of common stock, $0.01 par value per share (“Common Stock”), of Rentech, Inc., a Colorado corporation (the “Company”), issued and outstanding as of February 29, 2012, based on information reported by the Company in its Transition Report on Form 10-K for the transition period from October 1, 2011 to December 31, 2011, filed with the Securities and Exchange Commission on March 15, 2012.  Park West Asset Management LLC (“PWAM”) is the investment manager to Park West Investors Master Fund, Limited, a Cayman Islands exempted company (“PWIMF”), and Park West Partners International, Limited, a Cayman Islands exempted company (“PWPI” and, together with PWIMF, the “PW Funds”).  As of March 28, 2012, PWIMF holds 9,270,191 shares of Common Stock and PWPI holds 2,077,312 shares of Common Stock.  PWAM, as the investment manager to the PW Funds, and Peter S. Park, as the sole member and manager of PWAM (“Park” and, together with PWAM, the “Reporting Persons”), may be deemed to beneficially own the 11,347,503 shares of Common Stock held by the PW Funds.  As a result of the foregoing, for purposes of Reg. Section 240.13d-3, the Reporting Persons are deemed to beneficially own 11,347,503 shares of Common Stock, or 5.0% of the shares of Common Stock deemed to be issued and outstanding as of March 28, 2012.
 
 
 
3

 
 
 
 
 
 
 

Item 1(a).     Name Of Issuer.   Rentech, Inc. (the “Company”)
 
Item 1(b).     Address of Issuer’s Principal Executive Offices.
             10877 Wilshire Boulevard, Suite 600
             Los Angeles, California 90024
 
Item 2(a).     Name of Person Filing.
 
             This report on Schedule 13G (this “Schedule 13G”), is being jointly filed by (i) Park West Asset Management LLC (“PWAM”), a Delaware limited liability company and the investment manager to (a) Park West Investors Master Fund, Limited (“PWIMF”), a Cayman Islands exempted company that is the holder of 9,270,191 shares of common stock, par value $0.01 per share (“Common Stock”), of the Company reported on this Schedule 13G, and (b) Park West Partners International, Limited (“PWPI” and, together with PWIMF, the “PW Funds”), a Cayman Islands exempted company that is the holder of 2,077,312 shares of Common Stock reported on this Schedule 13G; and (ii) Peter S. Park, as the sole member and manager of PWAM (“Park” and, together with PWAM, the “Reporting Persons”).
 
             The 11,347,503 shares of Common Stock held by the PW Funds, which constitute, in the aggregate, 5.0% of the shares of Common Stock deemed to be outstanding as of March 28, 2012, may be deemed to be beneficially owned (x) indirectly by PWAM, as the investment adviser to PWIMF and PWPI, and (y) indirectly by Mr. Park, as the sole member and manager of PWAM.
 
Item 2(b).     Address of Principal Business Office or, if None, Residence.
 
             The address for the Reporting Persons is:  900 Larkspur Landing Circle, Suite 165, Larkspur, California 94939.
 
Item 2(c).     Citizenship.
 
             PWAM is organized under the laws of the State of Delaware.  Mr. Park is a citizen of the United States.
 
Item 2(d).     Title of Class of Securities.
 
             Common Stock, $0.01 par value per share.
 
Item 2(e).     CUSIP No.
 
             760112102

 
 
4
 
 
 
 
 
 

 
 
Item 3.     If This Statement Is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the Person Filing is a:
 
            Not Applicable .
 
 
 
Item 4.    Ownership:
 
 
 
 
(a)
Amount Beneficially Owned:
 11,347,503*  
         
 
(b)
Percent of Class:
 5.0%*  
         
  (c) Number of Shares as to which such person has:    
 
   
(i)
sole power to vote or to direct the vote
 11,347,503*
 
           
   
(ii)
shared power to vote or to direct the vote
 0
 
           
   
(iii)
sole power to dispose or to direct the disposition of
 11,347,503*
 
           
   
(iv)
shared power to dispose or to direct the disposition of
 0
 
 
 
______________________
 
* This Schedule 13G is being jointly filed by (i) PWAM, a Delaware limited liability company and the investment manager to (a) PWIMF, a Cayman Islands exempted company that is the holder of 9,270,191 shares of Common Stock of the Company reported on this Schedule 13G, and (b) PWPI, a Cayman Islands exempted company that is the holder of 2,077,312 shares of Common Stock reported on this Schedule 13G; and (ii) Peter S. Park, as the sole member and manager of PWAM.

The 11,347,503 shares of Common Stock held by the PW Funds, which constitute, in the aggregate, 5.0% of the shares of Common Stock deemed to be outstanding as of March 28, 2012, may be deemed to be beneficially owned (x) indirectly by PWAM, as the investment adviser to PWIMF and PWPI, and (y) indirectly by Mr. Park, as the sole member and manager of PWAM.  The foregoing beneficial ownership percentage is based upon 225,360,551 shares of Common Stock of the Company issued and outstanding as of February 29, 2012, based on information reported by the Company in its Transition Report on Form 10-K for the transition period from October 1, 2011 to December 31, 2011, filed with the Securities and Exchange Commission on March 15, 2012.

 
 
5
 

 
 
 

 
Item 5.      Ownership of Five Percent or Less of a Class.
 
              If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:   o

Item 6.     Ownership of More Than Five Percent on Behalf of Another Person.
 
              Not Applicable.
 
Item 7.      Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
 
              Not Applicable.

Item 8.      Identification and Classification of Members of the Group.
 
              Not Applicable.

Item 9.      Notice of Dissolution of Group.
 
              Not Applicable.

Item 10.     Certification.
 
              By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
 
 
 
6
 

 
 
 



 
SIGNATURE
 
           After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
   
 
April 9, 2012
   
   
 
PARK WEST ASSET MANAGEMENT LLC
   
   
 
By: /s/ James J. Watson                                                       
       Name:  James J. Watson
       Title:  Chief Financial Officer 
   
   
 
/s/ Peter S. Park                                                       
 Peter S. Park
 
 
 

 

Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)


 
 
 
 
 
 
 
 
7
 
 

 
 
 


Exhibit A


JOINT FILING AGREEMENT

         In accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of them of a statement on Schedule 13G (including amendments thereto) with respect to the common stock, par value $0.01 per share, of Rentech, Inc., and further agree that this Joint Filing Agreement be included as Exhibit A to such Schedule 13G.  In evidence thereof, the undersigned hereby execute this agreement this 9th day of April, 2012.
 
 
 
 
 
   
   
 
PARK WEST ASSET MANAGEMENT LLC
   
   
 
By: /s/ James J. Watson                                                       
       Name:  James J. Watson
       Title:  Chief Financial Officer 
   
   
 
/s/ Peter S. Park                                                       
 Peter S. Park
 
 
 


 
 
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