13D Filing: Raging Capital Management and Rentech Inc. (RTK)

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).

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

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

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.

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

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