Statement of Changes in Beneficial Ownership (4)
December 31 2014 - 4:45PM
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
*
FORMAN KEITH B
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2. Issuer Name
and
Ticker or Trading Symbol
RENTECH, INC.
[
RTK
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President, CEO
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(Last)
(First)
(Middle)
10877 WILSHIRE BLVD. 10TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/30/2014
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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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0
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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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Performance Stock Units
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(1)
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12/30/2014
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A
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1008265
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(1)
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12/9/2018
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Common Stock
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1008265
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$0
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1008265
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D
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Option for Common Stock
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$1.24
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12/30/2014
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A
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1102491
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(2)
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12/9/2018
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Common Stock
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1102491
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$0
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1102491
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D
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Explanation of Responses:
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(
1)
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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 initially on the third anniversary of December 9, 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.
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(
2)
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One-fourth (1/4th) of the option vests on December 9, 2015 (the "Initial Vesting Date"), and on each each monthly anniversary of the Initial Vesting Date one forty eighth (1/48th) of the option vests, such that the option shall be fully vested and exercisable as of the third anniversary of the Initial Vesting Date (December 9,2018), subject to reporting person's continued employment with the Company on each such date.
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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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FORMAN KEITH B
10877 WILSHIRE BLVD. 10TH FLOOR
LOS ANGELES, CA 90024
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X
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President, CEO
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Signatures
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/s/ Keith B. Forman
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12/31/2014
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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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