SEC FORM 4

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).

1. Name and Address of Reporting Person^*

CHEMEROW DAVID I.

(Last)

(First)

(Middle)

7700 NE AMBASSADOR PLACE

(Street)

PORTLAND

97220

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RENTRAK CORP [ RENT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer & CFO

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2016

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

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. 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)
Common Stock	01/29/2016		F		70,319⁽¹⁾	D	$45.51	204,271	D
Common Stock	01/29/2016		D		204,271	D	$0⁽²⁾	0.0000	D

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)
Employee Stock Option (Right to Buy)	$17.22	01/29/2016		D			105,750	⁽³⁾	10/01/2019	Common Stock	105,750	⁽³⁾	0.0000	D
Employee Stock Option (Right to Buy)	$13.29	01/29/2016		D			42,000	⁽⁴⁾	11/06/2021	Common Stock	42,000	⁽⁴⁾	0.0000	D
Stock Option (Right to Buy)	$29.73	01/29/2016		D			240,000	⁽⁵⁾	12/23/2020	Common Stock	240,000	⁽⁵⁾	0.0000	D

Explanation of Responses:

1. Shares withheld for payment of taxes on vesting of restricted stock units; not an open market transaction.

2. Disposed of pursuant to merger agreement among the issuer, comScore, Inc. ("comScore") and Rum Acquisition Corporation in exchange for an aggregate of 234,911 shares of common stock of comScore based on the merger consideration of 1.15 shares of the common stock of comScore for each share of the issuer's common stock.

3. This option, which provided for vesting in four equal annual installments beginning on October 1, 2010, was assumed by comScore in the merger and replaced with an option to purchase 121,613 shares of comScore common stock for $14.98 per share.

4. This option, which provided for vesting in three equal annual installments beginning on November 6, 2013, was assumed by comScore in the merger and replaced with an option to purchase 48,300 shares of comScore common stock for $11.56 per share.

5. This option, which vested with respect to two-thirds of the shares on September 30, 2013 and one-third of the shares on December 31, 2014, was assumed by comScore in the merger and replaced with an option to purchase 276,000 shares of comScore common stock for $25.86 per share.

	/s/ Barbara A. Peachey, Attorney-in-Fact	02/02/2016
	** 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).
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