UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2

(Amendment No. 1)*

RENTRAK CORPORATION

(Name of Issuer)

Common Stock, $.001 par value

(Title of Class of Securities)

760174 10 2

(CUSIP Number)

December 31, 2007

(Date of Event which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

 

_____ Rule 13d-1 (b)

 

 

_____ Rule 13d-1 (c)

 

 

__X__ Rule 13d-1 (d)

 

*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 the disclosures provided in a prior cover page.

The information required in 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).

Page 1 of 5 pages

 


CUSIP No. 760174 10 2

Page 2 of 5 pages

 

 

1

NAME OF REPORTING PERSON

S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities only)

 

Paul A. Rosenbaum

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

 

 

 

(a) o

(b) o

3

SEC USE ONLY

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

 

 

NUMBER OF

5

SOLE VOTING POWER

 

555,933

SHARES

 

BENEFICIALLY

6

SHARED VOTING POWER

 

0

OWNED BY EACH

 

REPORTING

7

SOLE DISPOSITIVE POWER

 

555,933

PERSON WITH

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

555,933 shares

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

Not applicable

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.0 percent

12

TYPE OF REPORTING PERSON

 

IN

 

 


CUSIP No. 760174 10 2

Page 3 of 5 pages

 

Item 1(a)

 

Name of Issuer:

Rentrak Corporation

 

Item 1(b)

 

Address of Issuer’s Principal Executive Offices:

7700 N.E. Ambassador Place
Portland, Oregon 97220

 

Item 2(a)

 

Name of Person Filing:

Paul A. Rosenbaum

 

Item 2(b)

 

Address of Principal Business Office or, if None, Residence:

7700 N.E. Ambassador Place
Portland, Oregon 97220

 

Item 2(c)

 

Citizenship:

United States

 

Item 2(d)

 

Title of Class of Securities:

Common Stock, $.001 par value

 

Item 2(e)

 

CUSIP Number:

760174 10 2

 

Item 3

 

Not applicable

 

Item 4

 

Ownership

The following information is as of December 31, 2007:

 

 

(a)

Amount Beneficially Owned:

555,933 shares*

 

 

 

(b)

Percent of Class:

5.0 percent (based on 10,676,534 shares outstanding at January 31, 2008)

 

 

 


CUSIP No. 760174 10 2

Page 4 of 5 pages

 

 

 

(c)

Number of shares as to which such person has:

 

 

 

 

(i)

Sole power to vote or to direct the vote: 555,933*

 

 

 

(ii)

Shared power to vote or to direct the vote: 0

 

 

 

(iii)

Sole power to dispose or to direct the disposition of: 555,933*

 

 

 

(iv)

Shared power to dispose or to direct the disposition of: 0

 

*Includes 406,250 shares subject to stock options exercisable as of March 1, 2008.

 

Item 5

Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of five percent of the class of securities, check the following o.

 

Item 6

Ownership of More than Five Percent on Behalf of Another Person:

Not applicable.

 

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

Not applicable.

 

Item 8

Identification and Classification of Members of the Group:

Not applicable.

 

Item 9

Notice of Dissolution of Group:

Not applicable.

 

Item 10

Certifications:

Not applicable.

 

 


CUSIP No. 760174 10 2

Page 5 of 5 pages

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.

 

 

 


February 5, 2008

 

 

 

(Date)

 

 

 

 

 

 


/s/ Paul A. Rosenbaum

 

 

 

(Signature)

 

 

 

 

 

 

Paul A. Rosenbaum

 

 

 

(Name)

 

 

ATTENTION:Intentional misstatements or omissions of fact constitute federal criminal violations (See 18 USC 1001)