Sec Form 4 Filing - HETZEL CATHY S @ RENTRAK CORP - 2013-05-23

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person HETZEL CATHY S 2. Issuer Name and Ticker or Trading Symbol RENTRAK CORP [ RENT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President - AMI Division (Last) (First) (Middle) 7700 NE AMBASSADOR PLACE 3. Date of Earliest Transaction (MM/DD/YY) 05/23/2013 (Street) PORTLAND, OR97220 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 12/17/2013 M 6,250 A $ 20.89 8,423 ( 1 ) D Common Stock 12/17/2013 F 4,628 ( 2 ) D $ 35.28 3,795 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Stock Option (Right to Buy) $ 20.89 05/23/2013 A 6,250 ( 3 ) 06/15/2013 12/31/2013 Common Stock 6,250 $ 0 6,250 D Stock Option (Right to Buy) $ 20.89 12/17/2013 M 6,250 06/15/2013 12/31/2013 Common Stock 6,250 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HETZEL CATHY S 7700 NE AMBASSADOR PLACE PORTLAND, OR97220 President - AMI Division Signatures /s/ Barbara A. Peachey, Attorney-in-Fact 12/19/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 1,743 shares acquired under the Rentrak Corporation 2011 Employee Stock Purchase Plan on June 29, 2012. ( 2 )Shares withheld for payment of exercise price for stock option and related tax obligations; not an open market transaction. ( 3 )On March 24, 2010, the reporting person was granted an option to purchase 75,000 shares of common stock. The option vests in three equal annual installments on June 15, 2011, 2012 and 2013 based on satisfaction of certain performance criteria for each of the fiscal years ended March 31, 2011, 2012 and 2013. The Issuer's Compensation Committee determined on May 23, 2013 that the performance criteria for the fiscal year ended March 31, 2013, had been partially achieved, resulting in the option vesting as to 6,250 shares effective on June 15, 2013.

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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