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*
Sheppard Richard Oden

(Last) (First) (Middle)
1331 17TH STREET
SUITE 720

(Street)
DENVER CO 80202

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
RENTECH INC /CO/ [ RTK ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Sr. VP, Project Development
3. Date of Earliest Transaction (Month/Day/Year)
07/14/2006
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 75,000 I By Sheppard Family Trust(1)
Common Stock 07/18/2006 S 37,600 D $5.0255 205,000(2) 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
Option to Purchase $0.41 07/11/2002 07/10/2007 Common Stock 50,000 50,000 D
Option to Purchase $0.9 03/30/2004 03/30/2009 Common Stock 15,000 15,000 D
Option to Purchase $0.94 09/17/2004 09/16/2009 Common Stock 50,000 50,000 D
Option to Purchase $1.85 07/27/2005 07/26/2010 Common Stock 35,000 35,000 D
Option to Purchase $1.05 05/16/2001 05/15/2006 Common Stock 10,000 0 D
Option to Purchase $4.15 07/14/2006 A 50,000 (3) 07/13/2016 Common Stock 50,000 $0 50,000 D
Explanation of Responses:
1. The reporting person is a co-trustee of the trust. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that that reporting person is the beneficial owner of these securities for the purposes of Section 16 or for any other purpose.
2. Includes 235,000 shares of restricted stock which entitles the reporting person to receive a distribution of common stock on each of the first, second and third anniversaries of his employment commencement date (March 1, 2006).
3. The option vests in three equal installments of common stock on the first, second and third anniversaries of the grant date (July 14, 2006), subject to reporting person's continued employment with the company on each such date.
Remarks:
All sales reported on this form were effected pursuant to a 10b5-1 trading plan that was established on February 28, 2006. A 10b5-1 trading plan enables an insider to establish a program to make transactions according to an advance plan. Such a program allows an insider to continue with planned transactions even if he or she comes into possession of material nonpublic information.
/s/ Richard O. Sheppard 07/18/2006
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.