Sec Form 4 Filing - Spencer Michelle @ RENTRAK CORP - 2016-01-25

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 Spencer Michelle 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) Sr VP Finance & Dep. CFO (Last) (First) (Middle) 7700 NE AMBASSADOR PLACE 3. Date of Earliest Transaction (MM/DD/YY) 01/25/2016 (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 01/25/2016 A 2,632 ( 1 ) A $ 0 7,153 D Common Stock 01/29/2016 D 1,321 D $ 0 ( 2 ) 5,832 D Common Stock 01/29/2016 D 5,832 D $ 0 ( 3 ) 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 Restricted Stock Units ( 4 ) 01/29/2016 D 2,250 ( 5 ) ( 5 ) Common Stock 2,250 ( 5 ) 0 D Stock Option (Right to Buy) $ 20.18 01/29/2016 D 10,000 ( 6 ) 04/04/2022 Common Stock 10,000 ( 6 ) 0 D Stock Option (Right to Buy) $ 26.7 01/29/2016 D 6,750 ( 7 ) 04/07/2021 Common Stock 6,750 ( 7 ) 0 D Stock Option (Right to Buy) $ 21.93 01/29/2016 D 1,250 ( 8 ) 06/07/2020 Common Stock 1,250 ( 8 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Spencer Michelle 7700 NE AMBASSADOR PLACE PORTLAND, OR97220 Sr VP Finance & Dep. CFO Signatures /s/ Barbara A. Peachey, Attorney-in-Fact 02/02/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 24, 2015, the reporting person was granted restricted stock units for up a maximum of 2,632 shares of common stock subject to the successful achievement of a performance goal. On January 25, 2016, the issuer's Compensation Committee determined that the performance criteria for the grant had been fully achieved. The restricted stock units vest in five equal annual installments beginning on March 24, 2015. ( 2 )Disposed of pursuant to merger agreement among the issuer, comScore, Inc. ("comScore") and Rum Acquisition Corporation in exchange for an aggregate of 1,519 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 )These shares, which represent restricted stock units, were assumed by comScore in the merger and replaced with restricted stock units for an aggregate of 6,706 shares of comScore common stock. ( 4 )Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of Rentrak common stock. ( 5 )These restricted stock units, which provided for vesting in five equal annual installments beginning on October 1, 2014, were assumed by comScore in the merger and replaced with restricted stock units for 2,588 shares of comScore common stock. ( 6 )This option, which provided for vesting in five equal annual installments beginning on April 4, 2013, was assumed by comScore in the merger and replaced with an option to purchase 11,500 shares of comScore common stock for $17.55 per share. ( 7 )This option, which provided for vesting in four equal annual installments beginning on April 7, 2012, was assumed by comScore in the merger and replaced with an option to purchase 7,763 shares of comScore common stock for $23.22 per share. ( 8 )This option, which provided for vesting in four equal annual installments beginning on June 7, 2011, was assumed by comScore in the merger and replaced with an option to purchase 1,438 shares of comScore common stock for $19.07 per share.

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).

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