SEC FORM 4

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^*

YAKOBSON DENNIS

(Last)

(First)

(Middle)

1331 17TH STREET

SUITE 720

(Street)

DENVER

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2008

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/11/2008		S		30,000	D	$1.0251	607,754⁽¹⁾	D
Common Stock								1,000	I	By reporting person as UGMA custodian for Caroline Cisler⁽²⁾
Common Stock								1,000	I	By reporting person as UGMA custodian for Claire Cisler⁽²⁾
Common Stock								1,000	I	By reporting person as UGMA custodian for Trevor Hansen⁽²⁾
Common Stock								1,000	I	By reporting person as UGMA custodian for Richard N. Bjorklund⁽²⁾
Common Stock								1,000	I	By reporting person as UGMA custodian for Heather Bjorklund⁽²⁾
Common Stock								1,000	I	By reporting person as UGMA custodian for Bridget Bjorklund⁽²⁾
Common Stock								1,000	I	By reporting person as UGMA custodian for Chad Yakobson⁽²⁾
Common Stock								1,000	I	By reporting person as UGMA custodian for Brittney Yakobson⁽²⁾
Common Stock								1,000	I	By reporting person as UGMA custodian for Kendra Yakobson⁽²⁾
Common Stock								1,000	I	By reporting person as UGMA custodian for Logan Yakobson⁽²⁾
Common Stock								1,000	I	By reporting person as UGMA custodian for Jayson Yakobson⁽²⁾
Common Stock								1,000	I	By reporting person as UGMA custodian for William Nickell⁽²⁾
Common Stock								1,000	I	By reporting person as UGMA custodian for Matthew Nickell⁽²⁾
Common Stock								1,000	I	By reporting person as UGMA custodian for Lauren Nickell⁽²⁾
Common Stock								3,000	I	By reporting person as UGMA custodian for Andrew Zeigler⁽²⁾
Common Stock								3,000	I	By reporting person as UGMA custodian for Kathryn Zeigler⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to Purchase Common Stock	$2.53							⁽⁵⁾	09/29/2007	Common Stock	510,000		0	D
Option to Purchase Common Stock	$3.35							03/22/2007	04/12/2012	Common Stock	15,000		15,000	D
Convertible Note	⁽³⁾							01/01/2003	09/30/2008	Common Stock	152,410		152,410	D
Option to Purchase Common Stock	$2.68							⁽⁴⁾	03/21/2013	Common Stock	15,000		15,000	D
Option to Purchase Common Stock	$2.53	09/29/2007		A⁽⁵⁾			510,000	09/29/2007	09/29/2009	Common Stock	510,000	$0⁽⁵⁾	510,000	D

Explanation of Responses:

1. Includes 3,750 shares of common stock issuable upon the vesting and settlement of a restricted stock unit. The restricted stock unit vests, subject to the reporting person's continued service on the Company's board of directors on March 31, 2008, provided that the restricted stock unit shall be fully vested as of the date of the Company's 2008 Annual Meeting of Shareholders.

2. Shares held by reporting person for family member under Uniform Gifts to Minors Act. The reporting person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these shares for the purposes of Section 16 or for any other purposes.

3. A portion of the note is convertible into 113,713 shares of common stock at a conversion rate of $0.45 per share. The remainder of the note is convertible into shares at various conversion rates based on the closing market price of the Company's stock for each month after March 31, 2003. The total number of underlying shares is as of August 31, 2006.

4. The option vests on March 22, 2008, subject to the reporting person's continued service on the Company's board of directors, provided that the option shall be fully vested as of the date of the Company's 2008 Annual Meeting of Shareholders.

5. The two reported transactions involved an amendment of an outstanding option, resulting in the deemed cancellation of the "old" option and the grant of a "new" replacement option. The old option, pursuant to its original terms, expired on September 29, 2007, and the new replacement option will expire on September 29, 2009. The exercise price of the replacement option is the same as the old option.

Remarks:

All sales reported on this form were effected pursuant to a 10b5-1 trading plan that was established on August 22, 2007. 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 it he or she comes into possession of material nonpublic information.

	/s/ Dennis L. Yakobson	03/11/2008
	** 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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