SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13d - 102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND
(d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(Amendment No.1)*
Rentrak Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
760174 10 2
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(CUSIP Number)
December 31, 2007
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(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)
[x] Rule 13d-1(c)
[ ] 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
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 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).
CUSIP No. 760174 10 2
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gotham Holdings, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x] (b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
725,000
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
725,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
725,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.7%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 760174 10 2
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RLA Management Co., LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x] (b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
725,000
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
725,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
725,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [
]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.7%
12. TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 760174 10 2
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Russell L. Anmuth
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x] (b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
725,000
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
725,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
725,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.7%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This statement is filed with respect to the shares of common stock, $.0001
par value (the "Common Stock") of Rentrak Corporation (the "Issuer")
beneficially owned by the Reporting Persons identified below as of December 31,
2007 and amends and supplements the Schedule 13G filed on July 10, 2007
(collectively, the "Schedule 13G"). Except as set forth herein, the Schedule 13G
is unmodified.
The names of the persons filing this statement on this Schedule 13G
(collectively, the "Reporting Persons") are:
o Gotham Holdings, L.P., a Delaware limited partnership ("Holdings"),
o RLA Management Co., LLC, a Delaware limited liability company and the
sole general partner of Holdings ("Management") and
o Russell L. Anmuth, the managing member of Management ("Anmuth").
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
Each of Holdings, Management and Anmuth beneficially owns the
725,000 shares of Common Stock held by Holdings.
Collectively, the Reporting Persons beneficially own 725,000
shares of Common Stock.
(b) Percent of class:
Each of Holdings', Management's and Anmuth's beneficial
ownership of 725,000 shares of Common Stock constitutes 6.7%
of all the outstanding shares of Common Stock.
Collectively, the Reporting Persons' beneficial ownership of
725,000 shares of Common Stock constitutes 6.7% of all the
outstanding shares of Common Stock.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
Not Applicable.
(ii) Shared power to vote or to direct the vote
Holdings, Management and Anmuth together have shared
power to vote or direct the vote of 725,000 shares of
Common Stock.
(iii) Sole power to dispose or to direct the disposition of
Not Applicable.
(iv) Shared power to dispose or to direct the disposition of
Holdings, Management and Anmuth together have shared
power to dispose or direct the disposition of 725,000
shares of Common Stock.
Item 10. Certification.
By signing below the undersigned certifies that, to the best of its
knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each
of the undersigned certifies that the information with respect to it set forth
in this statement is true, complete, and correct.
Dated: February 14, 2008
GOTHAM HOLDINGS, L.P.
By: RLA Management Co., LLC,
as General Partner
By: /s/ Russell L. Anmuth
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Russell L. Anmuth
Managing Member
RLA MANAGEMENT CO., LLC
By: /s/ Russell L. Anmuth
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Russell L. Anmuth
Managing Member
/s/ Russell L. Anmuth
----------------------
Russell L. Anmuth