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
                                                                                  
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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 *

SPAIN JEFFREY RICHARD
2. Issuer Name and Ticker or Trading Symbol

Rentech Nitrogen Partners, L.P. [ RNF ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
CFO
(Last)          (First)          (Middle)

10877 WILSHIRE BLVD. 10TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

4/1/2016
(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 Units   4/1/2016     D    10692   D   (1) 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
Phantom Units   $0   4/1/2016     D         1878      (2)   (3) Common Units   1878   $0   0   D    

Explanation of Responses:
( 1)  Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated August 9, 2015, by and among CVR Partners, LP ("CVR Partners"), Lux Merger Sub 1 LLC, Lux Merger Sub 2 LLC, Rentech Nitrogen Partners, L.P. and Rentech Nitrogen GP, LLC ("Rentech Nitrogen"), pursuant to which each outstanding common unit representing a limited partner interest in Rentech Nitrogen, other than certain units held by affiliates of CVR Partners, were converted into the right to receive 1.04 newly issued common unit representing a limited partner interest in CVR Partners and $2.57 in cash (the "Merger Consideration").
( 2)  Disposed of pursuant to the Merger Agreement, pursuant to which each phantom unit granted under Rentech Nitrogen's 2011 Long-Term Incentive Plan that was outstanding immediately prior to the effective time of the merger (each, a "Phantom Unit") vested in full and was cancelled and entitled the holder to receive the Merger Consideration. Any accumulated distribution equivalents payable pursuant to distribution equivalent rights with respect to each Phantom Unit that vested pursuant to the mergers vested in full and will be paid to the holder thereof in cash.
( 3)  Represents one phantom unit award expiring December 18, 2016 and one phantom unit award expiring December 30, 2017.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SPAIN JEFFREY RICHARD
10877 WILSHIRE BLVD. 10TH FLOOR
LOS ANGELES, CA 90024


CFO

Signatures
/s/ Jeffrey Spain 4/5/2016
** 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).
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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Rentech Nitrogen Partners, L.P. Common Units Representing Limited Partner Interests (NYSE:RNF)
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Rentech Nitrogen Partners, L.P. Common Units Representing Limited Partner Interests (NYSE:RNF)
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