SEC FORM 4

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SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

GSO Palmetto Opportunistic Associates LLC

(Last)

(First)

(Middle)

C/O GSO CAPITAL PARTNERS LP,

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RENTECH, INC. [ RTK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Call Right (Obligation to Sell)	⁽¹⁾⁽²⁾	02/12/2015		J⁽¹⁾⁽²⁾			9,885.3043	02/12/2015	⁽¹⁾⁽²⁾	Common Stock⁽²⁾⁽³⁾	4,452,839.77	⁽¹⁾⁽²⁾	9,885.3043	I	See Footnotes⁽⁵⁾⁽¹⁴⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾
Call Right (Obligation to Buy)	⁽¹⁾⁽²⁾	02/12/2015		J⁽¹⁾⁽²⁾		4,452,839.77		02/12/2015	⁽¹⁾⁽²⁾	Common Stock⁽²⁾⁽⁴⁾	4,452,839.77	⁽¹⁾⁽²⁾	4,452,839.77	I	See Footnotes⁽⁵⁾⁽¹⁴⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾
Call Right (Obligation to Sell)	⁽¹⁾⁽²⁾	02/12/2015		J⁽¹⁾⁽²⁾			3,840.2958	02/12/2015	⁽¹⁾⁽²⁾	Common Stock⁽²⁾⁽³⁾	1,729,862.97	⁽¹⁾⁽²⁾	3,840.2958	I	See Footnotes⁽⁶⁾⁽¹⁴⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾
Call Right (Obligation to Buy)	⁽¹⁾⁽²⁾	02/12/2015		J⁽¹⁾⁽²⁾		1,729,862.97		02/12/2015	⁽¹⁾⁽²⁾	Common Stock⁽²⁾⁽⁴⁾	1,729,862.97	⁽¹⁾⁽²⁾	1,729,862.97	I	See Footnotes⁽⁶⁾⁽¹⁴⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾
Call Right (Obligation to Sell)	⁽¹⁾⁽²⁾	02/12/2015		J⁽¹⁾⁽²⁾			3,843.1304	02/12/2015	⁽¹⁾⁽²⁾	Common Stock⁽²⁾⁽³⁾	1,731,139.82	⁽¹⁾⁽²⁾	3,843.1304	I	See Footnotes⁽⁷⁾⁽¹⁴⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾
Call Right (Obligation to Buy)	⁽¹⁾⁽²⁾	02/12/2015		J⁽¹⁾⁽²⁾		1,731,139.82		02/12/2015	⁽¹⁾⁽²⁾	Common Stock⁽²⁾⁽⁴⁾	1,731,139.82	⁽¹⁾⁽²⁾	1,731,139.82	I	See Footnotes⁽⁷⁾⁽¹⁴⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾
Call Right (Obligation to Sell)	⁽¹⁾⁽²⁾	02/12/2015		J⁽¹⁾⁽²⁾			12,991.4871	02/12/2015	⁽¹⁾⁽²⁾	Common Stock⁽²⁾⁽³⁾	5,852,021.22	⁽¹⁾⁽²⁾	12,991.4871	I	See Footnotes⁽⁸⁾⁽¹⁴⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾
Call Right (Obligation to Buy)	⁽¹⁾⁽²⁾	02/12/2015		J⁽¹⁾⁽²⁾		5,852,021.22		02/12/2015	⁽¹⁾⁽²⁾	Common Stock⁽²⁾⁽⁴⁾	5,852,021.22	⁽¹⁾⁽²⁾	5,852,021.22	I	See Footnotes⁽⁸⁾⁽¹⁴⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾
Call Right (Obligation to Sell)	⁽¹⁾⁽²⁾	02/12/2015		J⁽¹⁾⁽²⁾			6,666.6667	02/12/2015	⁽¹⁾⁽²⁾	Common Stock⁽²⁾⁽³⁾	3,003,003.02	⁽¹⁾⁽²⁾	6,666.6667	I	See Footnotes⁽⁹⁾⁽¹³⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾
Call Right (Obligation to Buy)	⁽¹⁾⁽²⁾	02/12/2015		J⁽¹⁾⁽²⁾		3,003,003.02		02/12/2015	⁽¹⁾⁽²⁾	Common Stock⁽²⁾⁽⁴⁾	3,003,003.02	⁽¹⁾⁽²⁾	3,003,003.02	I	See Footnotes⁽⁹⁾⁽¹³⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾
Call Right (Obligation to Sell)	⁽¹⁾⁽²⁾	02/12/2015		J⁽¹⁾⁽²⁾			16,121.7415	02/12/2015	⁽¹⁾⁽²⁾	Common Stock⁽²⁾⁽³⁾	7,262,045.72	⁽¹⁾⁽²⁾	16,121.7415	I	See Footnotes⁽¹⁰⁾⁽¹³⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾
Call Right (Obligation to Buy)	⁽¹⁾⁽²⁾	02/12/2015		J⁽¹⁾⁽²⁾		7,262,045.72		02/12/2015	⁽¹⁾⁽²⁾	Common Stock⁽²⁾⁽⁴⁾	7,262,045.72	⁽¹⁾⁽²⁾	7,262,045.72	I	See Footnotes⁽¹⁰⁾⁽¹³⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾
Call Right (Obligation to Sell)	⁽¹⁾⁽²⁾	02/12/2015		J⁽¹⁾⁽²⁾			28,751.3742	02/12/2015	⁽¹⁾⁽²⁾	Common Stock⁽²⁾⁽³⁾	12,951,069.46	⁽¹⁾⁽²⁾	28,751.3742	I	See Footnotes⁽¹¹⁾⁽¹⁴⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾
Put Right (Obligation to Buy)	⁽¹⁾⁽²⁾	02/12/2015		J⁽¹⁾⁽²⁾		12,951,069.46		02/12/2015	⁽¹⁾⁽²⁾	Common Stock⁽²⁾⁽⁴⁾	12,951,069.46	⁽¹⁾⁽²⁾	12,951,069.46	I	See Footnotes⁽¹¹⁾⁽¹⁴⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾
Call Right (Obligation to Sell)	⁽¹⁾⁽²⁾	02/12/2015		J⁽¹⁾⁽²⁾			17,900	02/12/2015	⁽¹⁾⁽²⁾	Common Stock⁽²⁾⁽³⁾	8,063,063.06	⁽¹⁾⁽²⁾	17,900	I	See Footnotes⁽¹²⁾⁽¹⁴⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾
Put Right (Obligation to Buy)	⁽¹⁾⁽²⁾	02/12/2015		J⁽¹⁾⁽²⁾		8,063,063.06		02/12/2015	⁽¹⁾⁽²⁾	Common Stock⁽²⁾⁽⁴⁾	8,063,063.06	⁽¹⁾⁽²⁾	8,063,063.06	I	See Footnotes⁽¹²⁾⁽¹⁴⁾⁽¹⁵⁾⁽¹⁶⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾

1. Name and Address of Reporting Person^*

GSO Palmetto Opportunistic Associates LLC

(Last)

(First)

(Middle)

C/O GSO CAPITAL PARTNERS LP,

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

GSO Cactus Credit Opportunities Fund LP

(Last)

(First)

(Middle)

C/O GSO CAPITAL PARTNERS LP

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Steamboat Credit Opportunities Master Fund LP

(Last)

(First)

(Middle)

C/O GSO CAPITAL PARTNERS LP

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

GSO Coastline Credit Partners LP

(Last)

(First)

(Middle)

C/O GSO CAPITAL PARTNERS LP

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

GSO Aiguille des Grands Montets Fund II LP

(Last)

(First)

(Middle)

C/O GSO CAPITAL PARTNERS LP

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

GSO Palmetto Opportunistic Investment Partners LP

(Last)

(First)

(Middle)

C/O GSO CAPITAL PARTNERS LP

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

GSO Credit-A Partners LP

(Last)

(First)

(Middle)

C/O GSO CAPITAL PARTNERS LP

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

GSO Credit-A Associates LLC

(Last)

(First)

(Middle)

C/O GSO CAPITAL PARTNERS LP

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

GSO Special Situations Fund LP

(Last)

(First)

(Middle)

C/O GSO CAPITAL PARTNERS LP

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

GSO Special Situations Overseas Master Fund Ltd.

(Last)

(First)

(Middle)

C/O GSO CAPITAL PARTNERS LP

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. On April 9, 2014, the Issuer, GSO Capital Partners LP and the GSO Funds (as defined below) entered into a Subscription Agreement (the "Subscription Agreement") to purchase Series E Convertible Preferred Stock of the Issuer (the "Purchased Shares"). On February 12, 2015, in connection with the amendment of other transaction documents related to the Subscription Agreement, the above mentioned parties entered into Amendment No. 1 to the Subscription Agreement (the Subscription Agreement, as so amended, the "Amended Subscription Agreement"). Pursuant to Amendment No. 1, the Amended Subscription Agreement provides that, subject to certain conditions, at any time after February 12, 2015, in the Issuer's sole discretion, the Issuer has the right to purchase all, but not less than all, of the Purchased Shares from the purchasers.

2. Upon exercise of its call right described in Footnote 1 above, the Issuer shall purchase the Purchased Shares in exchange for (a) $1,000 in cash per Purchased Share (as adjusted for any stock splits, stock dividends, recapitalizations or the like), plus any accrued and unpaid dividends thereon and (b) warrants exercisable for the number of shares of the Issuer's common stock ("Common Stock") equal to the number of shares of Common Stock into which such purchaser's Purchased Shares are then convertible ("Repurchase Warrants"). If issued, the Repurchase Warrants will have an exercise price equal to the conversion price of the Purchased Shares (the "Conversion Price"), which is $2.22 per share (subject to appropriate adjustment for stock splits, dividends, combinations, recapitalizations and the like).

3. Reflects the shares of Common Stock underlying the Series E Convertible Preferred Stock relating to the call right.

4. Reflects the shares of Common Stock underlying the Repurchase Warrants relating to the call right.

5. GSO Cactus Credit Opportunities Fund LP directly holds these securities.

6. Steamboat Credit Opportunities Master Fund LP directly holds these securities.

7. GSO Coastline Credit Partners LP directly holds these securities.

8. GSO Aiguille des Grands Montets Fund II LP directly holds these securities.

9. GSO Palmetto Opportunistic Investment Partners LP directly holds these securities. GSO Palmetto Opportunistic Associates LLC is the general partner of GSO Palmetto Opportunistic Investment Partners LP.

10. GSO Credit-A Partners LP directly holds these securities. GSO Credit-A Associates LLC is the general partner of GSO Credit-A Partners LP.

11. GSO Special Situations Fund LP directly holds these securities.

12. GSO Special Situations Overseas Master Fund Ltd directly holds these securities (GSO Special Situations Overseas Master Fund Ltd, together with GSO Cactus Credit Opportunities Fund LP, Steamboat Credit Opportunities Master Fund LP, GSO Coastline Credit Partners LP, GSO Aiguille des Grands Montets Fund II LP, GSO Palmetto Opportunistic Investment Partners LP, GSO Credit-A Partners LP and GSO Special Situations Fund LP, the "GSO Funds").

13. GSO Holdings I L.L.C. is the managing member of each of GSO Palmetto Opportunistic Associates LLC and GSO Credit-A Associates LLC.

14. GSO Capital Partners LP serves as the investment manager of each of GSO Cactus Credit Opportunities Fund LP, Steamboat Credit Opportunities Master Fund LP, GSO Coastline Credit Partners LP, GSO Aiguille des Grands Montets Fund II LP, GSO Special Situations Fund LP and GSO Special Situations Overseas Master Fund Ltd. GSO Advisor Holdings L.L.C. is the general partner of GSO Capital Partners LP.

15. Blackstone Holdings I L.P. is a managing member of each of GSO Holdings I L.L.C. and the sole member of GSO Advisor Holdings L.L.C. Blackstone Holdings I/II GP Inc. is the general partner of Blackstone Holdings I L.P. The Blackstone Group L.P. is the controlling shareholder of Blackstone Holdings I/II GP Inc. Blackstone Group Management L.L.C. is the general partner of The Blackstone Group L.P. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.

16. In addition, each of Bennett J. Goodman, J. Albert Smith III and Douglas I. Ostrover may be deemed to have shared voting power and/or investment power with respect to the securities held by the GSO Funds. Mr. Ostrover is a member of the board of directors of the Issuer (3) GSO Cactus Credit Opportunities Fund LP directly holds these securities.

17. Due to the limitations of the electronic filing system, GSO Holdings I L.L.C., GSO Capital Partners LP, GSO Advisor Holdings L.L.C., Blackstone Holdings I L.P., Blackstone Holdings I/II GP Inc., The Blackstone Group L.P., Blackstone Group Management L.L.C., Stephen A. Schwarzman, Bennett J. Goodman, J. Albert Smith III and Douglas I. Ostrover are filing separate Forms 4.

18. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

19. Each of the Reporting Persons (other than each of GSO Funds to the extent they directly hold securities reported herein), disclaims beneficial ownership of the securities held by each of the GSO Funds, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than each of the GSO Funds to the extent they directly hold securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

Remarks:

	GSO Cactus Credit Opportunities Fund LP, By: GSO Capital Partners LP, its investment advisor, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory	02/25/2015
	Steamboat Credit Opportunities Master Fund LP, By: GSO Capital Partners LP, its investment advisor, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory	02/25/2015
	GSO Coastline Credit Partners LP, By: GSO Capital Partners LP, its investment advisor, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory	02/25/2015
	GSO Aiguille des Grands Montets Fund II LP, By: GSO Capital Partners LP, its investment manager, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory	02/25/2015
	GSO Palmetto Opportunistic Investment Partners LP, By: GSO Palmetto Opportunistic Associates LLC, its general partner, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory	02/25/2015
	GSO Credit A-Partners LP, By: GSO Credit-A Associates LLC, its general partner, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory	02/25/2015
	GSO Palmetto Opportunistic Associates LLC, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory	02/25/2015
	GSO Credit-A Associates LLC, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory	02/25/2015
	GSO Special Situations Fund LP, By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory	02/25/2015
	GSO Special Situations Overseas Master Fund Ltd., By: /s/ Marisa Beeney, Name: Marisa Beeney, Title: Authorized Signatory	02/25/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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