Sec Form 4 Filing - LIVEK WILLIAM PAUL @ RENTRAK CORP - 2016-01-29

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 LIVEK WILLIAM PAUL 2. Issuer Name and Ticker or Trading Symbol RENTRAK CORP [ RENT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 7700 NE AMBASSADOR PLACE 3. Date of Earliest Transaction (MM/DD/YY) 01/29/2016 (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 01/29/2016 F 89,424 ( 1 ) D $ 45.51 361,662 D Common Stock 01/29/2016 D 361,662 D $ 0 ( 2 ) 0 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 Employee Stock Option (Right to Buy) $ 13.29 01/29/2016 D 89,000 ( 3 ) 11/06/2021 Common Stock 89,000 ( 3 ) 0 D Stock Appreciation Rights $ 14.5 01/29/2016 D 75,000 ( 4 ) 06/15/2019 Common Stock 75,000 ( 4 ) 0 D Stock Option (Right to Buy) $ 14.5 01/29/2016 D 200,000 ( 5 ) 06/15/2019 Common Stock 200,000 ( 5 ) 0 D Stock Option (Right to Buy) $ 29.73 01/29/2016 D 160,000 ( 6 ) 12/23/2020 Common Stock 160,000 ( 6 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LIVEK WILLIAM PAUL 7700 NE AMBASSADOR PLACE PORTLAND, OR97220 X Chief Executive Officer Signatures /s/ Barbara A. Peachey, Attorney-in-Fact 02/02/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares withheld for payment of taxes on vesting of restricted stock units; not an open market transaction. ( 2 )Disposed of pursuant to merger agreement among the issuer, comScore, Inc. ("comScore") and Rum Acquisition Corporation in exchange for an aggregate of 415,911 shares of common stock of comScore based on the merger consideration of 1.15 shares of the common stock of comScore for each share of the issuer's common stock. ( 3 )This option, which provided for vesting in three equal annual installments beginning on November 6, 2013, was assumed by comScore in the merger and replaced with an option to purchase 102,350 shares of comScore common stock for $11.56 per share. ( 4 )This stock appreciation right, which provided for vesting in four equal annual installments beginning on June 15, 2010, was assumed by comScore in the merger and replaced with a stock appreciation right with respect to 86,250 shares of comScore common stock and a grant price of $12.61 per share. ( 5 )This option, which provided for vesting in four equal annual installments beginning on June 15, 2010, was assumed by comScore in the merger and replaced with an option to purchase 230,000 shares of comScore common stock for $12.61 per share. ( 6 )This option, which vested with respect to two-thirds of the shares on June 30, 2013 and one-third of the shares on December 31, 2014, was assumed by comScore in the merger and replaced with an option to purchase 184,000 shares of comScore common stock for $25.86 per share.

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