Sec Form 4 Filing - CHEMEROW DAVID I. @ RENTRAK CORP - 2014-12-02

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 CHEMEROW DAVID I. 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) Chief Operating Officer & CFO (Last) (First) (Middle) 7700 NE AMBASSADOR PLACE 3. Date of Earliest Transaction (MM/DD/YY) 12/02/2014 (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 12/02/2014 M 84,000 A $ 13.29 370,902 D Common Stock 12/02/2014 M 16,000 A $ 17.22 386,902 D Common Stock 12/02/2014 S 100,000 D $ 79.75 286,902 D Common Stock 12/02/2014 G V 2,000 D $ 0 284,902 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) $ 17.22 12/02/2014 M 16,000 ( 1 ) 10/01/2019 Common Stock 16,000 $ 0 105,750 D Employee Stock Option (Right to Buy) $ 13.29 12/02/2014 M 84,000 ( 2 ) 11/06/2021 Common Stock 84,000 $ 0 42,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CHEMEROW DAVID I. 7700 NE AMBASSADOR PLACE PORTLAND, OR97220 Chief Operating Officer & CFO Signatures /s/ Barbara A. Peachey, Attorney-in-Fact 12/04/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Becomes exercisable in four equal annual installments beginning on October 1, 2009. ( 2 )Becomes exercisable in three equal annual installments on November 6, 2013, 2014 and 2015.

Remarks: Chemerow's sale of shares purchased upon exercise of vested options is for estate planning purposes. It represents approximately 13% of all of his outstanding shares, including all outstanding options and RSUs. In addition Chemerow donated 2,000 shares of common stock to Ripon College to fulfill a capital campaign pledge. Since joining the company in 2009, Chemerow has purchased approximately $250,000 of Rentrak common stock and has sold none. Under Rentrak's compensation policy, in effect for over five years, Chemerow, as well as several senior officers, accepted significantly reduced levels of base salaries, some by as much as 50 percent, in favor of increased equity awards, to better align management's interests with those of its shareholders. The company's share price has appreciately approximately 400% since Chemerow joined Rentrak. Chemerow now owns approximately 90,000 shares of Rentrak common stock and 266,000 vested options, equaling a 2.4% stake in Rentrak. Chemerow has no plans to sell any further stock in the next year.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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