Statement of Changes in Beneficial Ownership (4)

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 OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * FORMAN KEITH B	2. Issuer Name and Ticker or Trading Symbol RENTECH, INC. [ 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, CEO
(Last)          (First)          (Middle) 10877 WILSHIRE BLVD. 10TH FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY) 12/30/2014
(Street) LOS ANGELES, CA 90024 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ 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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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								0	D

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 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
Performance Stock Units	(1)	12/30/2014		A		1008265		(1)	12/9/2018	Common Stock	1008265	$0	1008265	D
Option for Common Stock	$1.24	12/30/2014		A		1102491		(2)	12/9/2018	Common Stock	1102491	$0	1102491	D

Explanation of Responses:
( 1)	The reporting person is entitled to earn a number of performance stock units ("PSUs") based on the issuer's total shareholder return ("TSR") as measured initially on the third anniversary of December 9, 2014 (the "Vesting Start Date"). The number of PSUs set forth in the table represents the target number of PSUs that may be earned (the "Target PSUs"). A minimum TSR increase of 50% is required for any PSUs to be earned. Subject to the reporting person's continued service, the reporting person may earn 50% - 200% of the Target PSUs for a TSR increase of 50% - 200% on the third anniversary of the Vesting Start Date. Any PSUs that are not earned on the third anniversary may vest on the fourth anniversary based on the increase in the TSR over the full four-year period. Upon any vesting, each PSU that has been earned is settled for one share of common stock.
( 2)	One-fourth (1/4th) of the option vests on December 9, 2015 (the "Initial Vesting Date"), and on each each monthly anniversary of the Initial Vesting Date one forty eighth (1/48th) of the option vests, such that the option shall be fully vested and exercisable as of the third anniversary of the Initial Vesting Date (December 9,2018), subject to reporting person's continued employment with the Company on each such date.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
FORMAN KEITH B 10877 WILSHIRE BLVD. 10TH FLOOR LOS ANGELES, CA 90024	X		President, CEO

Signatures
/s/ Keith B. Forman		12/31/2014
** Signature of Reporting Person		Date

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.
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