Sec Form 4 Filing - GREGORY JOHN W JR @ RENASANT CORP - 2008-01-15

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 GREGORY JOHN W JR 2. Issuer Name and Ticker or Trading Symbol RENASANT CORP [ RNST] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Exec Vice President (Last) (First) (Middle) 1013 OVERHILLS COURT 3. Date of Earliest Transaction (MM/DD/YY) 01/15/2008 (Street) OLD HICKORY, TN37138 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 45,835 D Common Stock 5,760 D Common Stock 2,325 I Cust. for Child Common Stock 1,595 I Family Trust Common Stock 1,023 I Spouse

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 Phantom Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 311.67 311.67 D Stock Option (Right to Buy) $ 10.17 07/01/2007 04/18/2014 Common Stock 1,898.85 1,898.85 D Stock Option (Right to Buy) $ 15.21 07/01/2007 05/30/2016 Common Stock 8,228.35 8,228.35 D Stock Option (Right to Buy) $ 8.95 07/01/2007 02/03/2014 Common Stock 25,318 25,318 D Stock Option (Right to Buy) $ 5.04 07/01/2007 03/15/2012 Common Stock 20,677.21 20,677.21 D Stock Option (Right to Buy) $ 17.63 01/15/2008 A 5,000 ( 2 ) 01/01/2009( 2 ) 01/01/2018( 2 ) Common Stock 5,000 $ 17.63 5,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GREGORY JOHN W JR 1013 OVERHILLS COURT OLD HICKORY, TN37138 Exec Vice President Signatures John W. Gregory 01/17/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with the Company's merger with Capital Bancorp, Inc. ("Capital"), the Company assumed the Capital Director Deferred Stock Compensation Plan (the "Predecessor Plan"). On July 1, 2007, the effective time of the merger, the balance of the reporting person's account in the Predecessor Plan was converted into Company phantom stock units, adjusted by multiplying the number of units in the reporting person's account by 1.2659, the exchange ratio in the merger. The phantom units are settled 100% in the Company's common stock in accordance with the provisions of the Predecessor Plan and the reporting person's deferral election thereunder as in effect on July 1, 2007. The conversion or exercise price is one phantom stock unit for one share of the Company's common stock. ( 2 )Beginning with the issue date, Equal installments of 33 1/3 of the option shares granted will be available for exercise upon completion of one, two and three years service measured from date of grant, respectively. The opions expire ten (10) years from the grant date.

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