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(b)
(Amendment No. 2(1))
Rentrak Corporation
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(Name of Issuer)
Common Stock, $.001 par value
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(Title of Class of Securities)
760174 10 2
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(CUSIP Number)
December 31, 2002
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(Date of Event Which Requires Filing of this Statement)
Check 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)
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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 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 to all other provisions of the Act (however, see the Notes).
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CUSIP NO. 760174 10 2 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY)
Neil Gagnon
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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5 SOLE VOTING POWER
196,425
NUMBER OF ---------------------------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 200,250
EACH ---------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 165,155
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8 SHARED DISPOSITIVE POWER
626,674
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
823,099
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.6%
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12 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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:
Neil Gagnon
Item 2(b) Address of Principal Business Office or, if none, Residence:
1370 Avenue of the Americas
Suite 2002
New York, NY 10019
Item 2(c) Citizenship:
United States of America
Item 2(d) Title of Class of Securities:
Common Shares, par value $.001 per share
Item 2(e) CUSIP Number:
760174 10 2
Item 3 Type of Reporting Person:
Not Applicable
Item 4 Ownership.
Item 4(a) Amount Beneficially Owned:
As of December 31, 2002, Neil Gagnon beneficially owned 823,099 shares of
Common Stock of Rentrak Corporation, which amount includes (i) 165,155 shares
beneficially owned by Mr. Gagnon over which he has voting and dispostive power;
(ii) 31,270 shares beneficially owned by Mr. Gagnon over which he has voting but
not dispositve power; (iii) 76,965 shares beneficially owned by Lois Gagnon, Mr.
Gagnon's wife; (iv) 35,905 shares held by the Lois E. and Neil E. Gagnon
Foundation (the "Foundation"), of which Mr. Gagnon is a trustee; (v) 32,780
shares held by
the Gagnon Family Limited Partnership (the "Partnership") of which Mr. Gagnon is
a partner; (vi) 23,120 shares held by the Gagnon Grandchildren Trust (the
"Trust") over which Mr. Gagnon has dispositive but not voting power; (vii)
54,600 shares held by a hedge fund (of which Mr. Gagnon is the principal) over
which Mr. Gagnon has dispositive and voting power; and (viii) 403,304 shares
held for certain customers of Gagnon Securities LLC (of which Mr. Gagnon is the
Managing Member and the principal owner) over which shares Mr. Gagnon has
dispositive but not voting power.
Item 4(b) Percent of Class:
8.6% beneficially owned by Mr. Gagnon. Calculation of percentage of
beneficial ownership is based on 9,521,416 shares of Issuer's Common Stock
outstanding on October 31, 2002 as reported by the Issuer in its Quarterly
Report filed on Form 10-Q for the period ended September 30, 2002.
Item 4(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 196,425
(ii) shared power to vote or to direct the vote: 200,250
(iii) sole power to dispose or to direct the disposition of: 165,155
(iv) shared power to dispose or to direct the disposition of: 626,674
Items 5-9. Not applicable.
Filing of this statement by the Reporting Person shall not be deemed an
admission that he beneficially owns the securities reported herein as held in
customer accounts at Gagnon Securities LLC or by the Foundation, the Partnership
or the Trust. Mr. Gagnon expressly disclaims beneficial ownership of all
securities held in such customer accounts or by the Foundation, the Partnership
or the Trust. No single client's interest as reported in the customer accounts
at Gagnon Securities LLC exceeds 5% of the outstanding Common Stock.
Item 10 Certification.
By signing below I certify that, to the best of my 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.
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 4, 2003
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Date
/s/ Neil Gagnon
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Neil Gagnon