Sec Form 4 Filing - YAKOBSON DENNIS @ RENTECH INC /CO/ - 2012-01-31

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 YAKOBSON DENNIS 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) (Last) (First) (Middle) 1331 17TH STREET, SUITE 720 3. Date of Earliest Transaction (MM/DD/YY) 01/31/2012 (Street) DENVER, CO80202 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 20,000 I By reporting person as UGMA custodian. ( 1 ) Common Stock 01/31/2012 S( 3 ) 50,000 D $ 1.7348 377,104 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 Option to Purchase Common Stock $ 3.35 03/22/2007 04/12/2012 Common Stock 15,000 15,000 D Option to Purchase Common Stock $ 2.68 03/22/2008 03/21/2013 Common Stock 15,000 15,000 D Option to Purchase Common Stock $ 1.39 04/17/2009 04/16/2014 Common Stock 15,000 15,000 D Option to Purchase Common Stock $ 0.6 05/11/2010 05/27/2015 Common Stock 15,000 15,000 D Option to Purchase Common Stock $ 1.62 09/29/2010 09/29/2015 Common Stock 100,000 100,000 D Option to Purchase Common Stock $ 1.2 05/11/2011 05/10/2016 Common Stock 26,500 26,500 D Restricted Stock Unit ( 2 ) ( 2 ) 05/10/2012 Common Stock 27,500 27,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other YAKOBSON DENNIS 1331 17TH STREET SUITE 720 DENVER, CO80202 X Signatures /s/ Nicole M. Sykes, by Power of Attorney 02/01/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares held by reporting person for the following family members under Uniform Gifts to Minors Act. The reporting person granted 1,000 shares each to: Caroline Cisler, Clair Cisler, Trevor Hansen, Richard N. Bjorklund, Heather Bjorklund, Bridget Bjorklund, Chad Yakobson, Brittney Yakobson, Kendra Yakobson, Logan Yakobson, Jayson Yakobson, William Nickell, Mathew Nickell and Lauren Nickell. The reporting person granted 3,000 shares to each of Andrew Ziegler and Kathryn Ziegler. 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. ( 2 )Each restricted stock unit represents a contingent right to receive one share of common stock. The restricted stock unit vests on May 11, 2012, subject to the reporting person's continued service on the Company's board of directors, provided that the restricted stock unit shall be fully vested as of the date of the Company's 2012 Annual Meeting of Shareholders. ( 3 )The sale reported on this form was effected pursuant to a 10b5-1 trading plan that was established on December 21, 2011. 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.

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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