Sec Form 4 Filing - RAMSBOTTOM D HUNT JR @ RENTECH INC /CO/ - 2012-08-01

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person RAMSBOTTOM D HUNT JR 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 X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 10877 WILSHIRE BOULEVARD, SUITE 600 3. Date of Earliest Transaction (MM/DD/YY) 08/01/2012 (Street) LOS ANGELES, CA90024 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 08/01/2012 S( 13 ) 15,000 D $ 2.0028 607,594 D Common Stock 10,000 I ( 14 ) By L E Ramsbottom Living Trust

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 $ 4.15 ( 1 ) 07/13/2016 Common Stock 250,000 250,000 D Warrants (right to buy) $ 1.82 ( 2 ) ( 3 ) Common Stock 1,982,500 1,982,500 D Warrants (right to buy) $ 1.82 ( 4 ) ( 4 ) Common Stock 787,500 787,500 D Restricted Stock Units ( 5 ) ( 5 ) 11/03/2012 Common Stock 299,758 299,758 D Restricted Stock Units ( 6 ) ( 6 ) 11/17/2012 Common Stock 225,000 75,000 D Restricted Stock Units ( 7 ) ( 7 ) 12/10/2012 Common Stock 59,502 59,502 D Restricted Stock Units ( 8 ) ( 8 ) 10/04/2013 Common Stock 300,000 200,000 D Option for Common Stock $ 0.95 ( 9 ) 10/04/2020 Common Stock 700,000 700,000 D Restricted Stock Units ( 10 ) ( 10 ) 10/12/2014 Common Stock 401,875 401,875 D Performance Stock Units ( 11 ) ( 11 ) 10/12/2014 Common Stock 800,625 800,625 D Restricted Stock Units ( 12 ) ( 12 ) 11/09/2014 Common Stock 435,097 435,097 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RAMSBOTTOM D HUNT JR 10877 WILSHIRE BOULEVARD SUITE 600 LOS ANGELES, CA90024 X President and CEO Signatures /s/ D. Hunt Ramsbottom 08/02/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The option vests in three equal installments of common stock on the first, second and third anniversaries of the grant date (July 14, 2006), subject to reporting person's continued employment with the Company on each such date. ( 2 )This warr ant became fully vested and exercisable in separate parts on the following dates or events: (i) September 2, 2005, (ii) October 29, 2005, (iii) December 23, 2005 and (iv) when the per share market price of the Company's common stock reached $4.25. ( 3 )The expiration date for this warrant is the earlier of 90 days after Mr. Ramsbottom ceases to be employed by the Company or December 31, 2011. ( 4 )Half of this warrant will vest upon the sooner of Rentech's stock price reaching $5.25 or higher for 12 consecutive trading days or December 31, 2011 as long as Mr. Ramsbottom is still an employee of the Company. The expiration date for this half of the warrant has been extended to December 31, 2012. The other half of the warrant will vest upon Rentech's stock price reaching $5.25 or higher for 12 consecutive trading days and the expiration date for this half of the warrant has been extended to the earlier of 90 days after Mr. Ramsbottom ceases to be employed by the Company or December 31, 2011. ( 5 )Each restricted stock unit represents a contingent right to receive one share of common stock. 166,532 restricted stock units are vested in consideration for the reporting person allocating a portion of his fiscal year 2008 cash bonus to purchase such units and the remaining 133,226 restricted stock units vest on November 3, 2012, subject to the reporting person's continued employment with the Company on such date. ( 6 )Each restricted stock unit represents a contingent right to receive one share of common stock. One-third of the restricted stock units vested on November 17, 2010, one-third vested on November 17, 2011 and the remaining one-third will vest on November 17, 2012, subject to the reporting person's continued employment with the Company on such date. ( 7 )Each restricted stock unit represents a contingent right to receive one share of common stock. Fifty percent of the restricted stock units are vested in consideration for the reporting person allocating a portion of his or her cash bonus to purchase such units at the fair market value of $1.69 per unit based on the closing price of the Company's common stock on December 10, 2009, and the remaining fifty percent vest on December 10, 2012, subject to the reporting person's continued employment with the Company on such date. ( 8 )Each restricted stock unit represents a contingent right to receive one share of common stock. One-third of the restricted stock units vest on each of the first three anniversaries of October 4, 2010, subject to the reporting person's continued employment with the Company on each such date. ( 9 )The option vests in three equal installments of common stock on the first, second and third anniversaries of the vesting start date (October 4, 2010), subject to reporting person's continued employment with the Company on each such date. ( 10 )Each restricted stock unit represents a contingent right to receive one share of common stock. One-third of the restricted stock units vest on each of the first three anniversaries of October 12, 2011, subject to the reporting person's continued employment with the Company on each such date. ( 11 )Each performance stock unit represents a right to receive one share of common stock. One hundred percent of the performance stock unit will vest upon the Company's value weighted average price for a 30 day period equaling $3.00 or more on or prior to October 12, 2014. ( 12 )Each restricted stock unit represents a contingent right to receive one share of common stock. One-third of the restricted stock units vest on each of the first three anniversaries of November 9, 2011, subject to the reporting person's continued employment with the Company on each such date. ( 13 )The sale reported on this form was effected pursuant to a 10b5-1 trading plan that was established on December 23, 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 if he or she comes into possession of material nonpublic information. ( 14 )Shares held by the L.E. Ramsbottom Living Trust which is owned by Mr. Ramsbottom's spouse, and in which Mr. Ramsbottom disclaims beneficial ownership.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.