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William C. Martin

Rentech Inc. (NASDAQ:RTK): William C. Martin’s Raging Capital Management filed an amended 13D.

You can check out Raging Capital Management’s latest holdings and filings here.

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William C. Martin
William C. Martin
Raging Capital Management

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Raging Capital Management 3,307,857 3,307,857 14.3%
William C. Martin 3,307,857 3,307,857 14.3%
William C. Martin
William C. Martin
Raging Capital Management

Page 1 of 6 – SEC Filing

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 2)1

Rentech, Inc.

(Name
of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

760112 20 1

(CUSIP Number)

STEVE
WOLOSKY, ESQ.

OLSHAN
FROME WOLOSKY LLP

1325
Avenue of the Americas

New
York, New York 10019

(212)
451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices
and Communications)

October 10, 2017

(Date of Event Which Requires
Filing of This Statement)

If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box
¨.

Note:  Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See
§ 240.13d-7 for other parties to whom copies are to be sent.

1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.

The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).

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Page 2 of 6 – SEC Filing

1 NAME OF REPORTING PERSON
Raging Capital Management, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY – 0 –
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 3,307,857
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
3,307,857
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,307,857
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.3%
14 TYPE OF REPORTING PERSON
IA
2

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Page 3 of 6 – SEC Filing

1 NAME OF REPORTING PERSON
William C. Martin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
(b) ☐
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY – 0 –
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 3,307,857
PERSON WITH 9 SOLE DISPOSITIVE POWER
– 0 –
10 SHARED DISPOSITIVE POWER
3,307,857
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,307,857
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.3%
14 TYPE OF REPORTING PERSON
HC
3

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Page 4 of 6 – SEC Filing

The following constitutes
Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule
13D as specifically set forth herein.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby
amended and restated to read as follows:

The aggregate purchase
price of the 3,307,857 Shares owned directly by Raging Master is approximately $6,742,668, including brokerage commissions. Such
Shares were acquired with the working capital of Raging Master.

Raging Master effects
purchases of securities primarily through margin accounts maintained for it with prime brokers, which may extend margin credit
to it as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations,
stock exchange rules and the prime brokers’ credit policies. In such instances, the positions held in the margin accounts
are pledged as collateral security for the repayment of debit balances in the accounts.

Item 5. Interest in Securities of the Issuer.

Items 5(a) and (c) are hereby amended
and restated to read as follows:

(a)       The
aggregate percentage of Shares reported owned by each person named herein is based upon 23,211,780 Shares outstanding as of July
31, 2017, which is the total number of Shares outstanding as reported in the Issuer’s Form 10-Q filed with the Securities
and Exchange Commission on August 9, 2017.

As of the close of
business on the date hereof, each of Raging Capital and William C. Martin may be deemed to beneficially own the 3,307,857 Shares,
constituting approximately 14.3% of the Shares outstanding, held by Raging Master by virtue of their relationships with Raging
Master discussed in further detail in Item 2.

Each of the Reporting
Persons, as a member of a “group” with the other Reporting Person for purposes of Rule 13d-5(b)(1) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed to beneficially own the Shares owned by the other
Reporting Person. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes
of Section 13(d) of the Exchange Act, the beneficial owners of any Shares he or it does not directly own. Each of the Reporting
Persons specifically disclaims beneficial ownership of the Shares reported herein that he or it does not directly own. Without
limiting the foregoing sentence, Raging Master specifically disclaims beneficial ownership of the securities of the Issuer held
by it by virtue of its inability to vote or dispose of such securities as a result of the IMA.

(c)       Schedule
B
annexed hereto lists all transactions in the Shares by the Reporting Persons during the past 60 days. All of such transactions
were effected in the open market.

4

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Page 5 of 6 – SEC Filing

SIGNATURES

After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.

Dated:  October 12, 2017 Raging Capital Management, LLC
By: /s/ Frederick C. Wasch
Name: Frederick C. Wasch
Title: Chief Financial Officer
/s/ Frederick C. Wasch
Frederick C. Wasch as attorney-in-fact for William C. Martin
5

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Page 6 of 6 – SEC Filing

SCHEDULE B

Transactions in the Shares of the Issuer
During the Past 60 Days

 

Class of

Security

Shares (Sold)

Price ($)

Date of

Sale

 

RAGING CAPITAL MASTER FUND, LTD.

Common Stock (43,676) 0.2711 10/10/2017
Common Stock (95,545) 0.2495 10/10/2017
Common Stock (152,292) 0.2565 10/11/2017
Common Stock (522,393) 0.2558 10/11/2017
Common Stock (90,018) 0.2327 10/12/2017
Common Stock (155,000) 0.2278 10/12/2017
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