luminus_sc13da.htm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D
(Amendment No. 9)*

Under the Securities Exchange Act of 1934

TransAlta Corporation
(Name of Issuer)

Common Shares, no par value
(Title of Class of Securities)

89346D107
(CUSIP Number)


John Staikos
Senior Vice President and General Counsel
LS Power Equity Advisors, LLC
1700 Broadway, 35th Floor
New York, New York 10019
212-615-3441
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 18, 2008
(Date of Event Which Requires Filing of this Statement)
 

 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [  ]
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.
 
(Continued on followings pages)

(Page 1 of 15 Pages)

 
*   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, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).
 
 
 
 
 CUSIP No. 89346D107
  
 13D
  
 Page 2 of 15 Pages
 
 

1.
Names of Reporting Persons
 
LSP Penn Holdings, LLC
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]    
(b) [   ]    
3.
SEC USE ONLY
 
4.
Source of Funds (See Instructions)
 
WC
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[   ]    
6.
Citizenship or Place of Organization
 
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person with
7.
Sole Voting Power
0
8.
Shared Voting Power
17,086,500
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
17,086,500
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
17,086,500
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 [   ]    
13.
Percent of Class Represented by Amount in Row (11)
 
8.5%
14.
Type of Reporting Person (See Instructions)
 
OO
 

 
 
 CUSIP No. 89346D107
  
 13D
  
 Page 3 of 15 Pages
 
 

 
1.
Names of Reporting Persons
 
LSP Penn Holdings II, LLC
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 (a) [X]    
 (b) [   ]    
3.
SEC USE ONLY
 
4.
Source of Funds (See Instructions)
 
WC
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[   ]    
6.
Citizenship or Place of Organization
 
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person with
7.
Sole Voting Power
0
8.
Shared Voting Power
17,086,500
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
17,086,500
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
17,086,500
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 [   ]    
13.
Percent of Class Represented by Amount in Row (11)
 
8.5%
14.
Type of Reporting Person (See Instructions)
 
OO

 
 

 
 CUSIP No. 89346D107
  
 13D
  
 Page 4 of 15 Pages
 
 
 
1.
Names of Reporting Persons
 
LS Power Partners, L.P.
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 (a) [X]    
 (b) [   ]    
3.
SEC USE ONLY
 
4.
Source of Funds (See Instructions)
 
AF
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[   ]    
6.
Citizenship or Place of Organization
 
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person with
7.
Sole Voting Power
0
8.
Shared Voting Power
17,086,500
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
17,086,500
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
17,086,500
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 [   ]    
13.
Percent of Class Represented by Amount in Row (11)
 
8.5%
14.
Type of Reporting Person (See Instructions)
 
PN

 
 

 
 CUSIP No. 89346D107
  
 13D
  
 Page 5 of 15 Pages
 
 
 
 
1.
Names of Reporting Persons
 
LS Power Partners II, L.P.
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 (a) [X]    
 (b) [   ]    
3.
SEC USE ONLY
 
4.
Source of Funds (See Instructions)
 
AF
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[   ]    
6.
Citizenship or Place of Organization
 
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person with
7.
Sole Voting Power
0
8.
Shared Voting Power
17,086,500
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
17,086,500
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
17,086,500
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 [   ]    
13.
Percent of Class Represented by Amount in Row (11)
 
8.5%
14.
Type of Reporting Person (See Instructions)
 
PN
 
 
 

 
 CUSIP No. 89346D107
  
 13D
  
 Page 6 of 15 Pages
 
 
 
 
1.
Names of Reporting Persons
 
Luminus Management, LLC
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]    
 (b) [   ]    
3.
SEC USE ONLY
 
4.
Source of Funds (See Instructions)
 
AF
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[   ]    
6.
Citizenship or Place of Organization
 
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person with
7.
Sole Voting Power
0
8.
Shared Voting Power
17,086,500
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
17,086,500
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
17,086,500
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 [   ]    
13.
Percent of Class Represented by Amount in Row (11)
 
8.5%
14.
Type of Reporting Person (See Instructions)
 
OO
 
 

 
 
 
 CUSIP No. 89346D107
  
 13D
  
 Page 7 of 15 Pages
 
 

1.
Names of Reporting Persons
 
Luminus Asset Partners, L.P.
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 (a) [X]    
 (b) [   ]    
3.
SEC USE ONLY
 
4.
Source of Funds (See Instructions)
 
WC
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[   ]    
6.
Citizenship or Place of Organization
 
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person with
7.
Sole Voting Power
0
8.
Shared Voting Power
17,086,500
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
17,086,500
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
17,086,500
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 [   ]    
13.
Percent of Class Represented by Amount in Row (11)
 
8.5%
14.
Type of Reporting Person (See Instructions)
 
PN
 
 
 
 
 
 CUSIP No. 89346D107
  
 13D
  
 Page 8 of 15 Pages
 

 
1.
Names of Reporting Persons
 
Luminus Energy Partners Master Fund, Ltd.
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 (a) [X]    
 (b) [   ]    
3.
SEC USE ONLY
 
4.
Source of Funds (See Instructions)
 
WC
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[   ]    
6.
Citizenship or Place of Organization
 
Bermuda
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person with
7.
Sole Voting Power
0
8.
Shared Voting Power
17,086,500
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
17,086,500
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
17,086,500
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[   ]    
13.
Percent of Class Represented by Amount in Row (11)
 
8.5%
14.
Type of Reporting Person (See Instructions)
 
OO

 
 
 
 
 CUSIP No. 89346D107
  
 13D
  
 Page 9 of 15 Pages
 

 
1.
Names of Reporting Persons
 
LPCO Investments S.a.r.l.
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]    
(b) [   ]    
3.
SEC USE ONLY
 
4.
Source of Funds (See Instructions)
 
AF
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[   ]    
6.
Citizenship or Place of Organization
 
Luxembourg
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person with
7.
Sole Voting Power
0
8.
Shared Voting Power
17,086,500
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
17,086,500
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
17,086,500
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 [   ]    
13.
Percent of Class Represented by Amount in Row (11)
 
8.5%
14.
Type of Reporting Person (See Instructions)
 
OO

 
 

 
 CUSIP No. 89346D107
  
 13D
  
 Page 10 of 15 Pages
 
 
 
 
1.
Names of Reporting Persons
 
LTAC SPV I, LLC
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]    
(b) [   ]    
3.
SEC USE ONLY
 
4.
Source of Funds (See Instructions)
 
WC
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
[   ]    
6.
Citizenship or Place of Organization
 
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person with
7.
Sole Voting Power
0
8.
Shared Voting Power
17,086,500
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
17,086,500
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
17,086,500
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
[   ]    
13.
Percent of Class Represented by Amount in Row (11)
 
8.5%
14.
Type of Reporting Person (See Instructions)
 
OO

 
 
 
 CUSIP No. 89346D107
  
 13D
  
 Page 11 of 15 Pages
 
 
 
This Amendment No. 9 (this "Amendment") amends and supplements the Schedule 13D initially filed on July 6, 2007 (the "Original Filing") and subsequently amended by the Reporting Persons relating to the Common Shares, no par value (the "Shares"), of TransAlta Corporation, a corporation incorporated under the Canada Business Corporations Act (the "Issuer"). Information reported in the Original Filing remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment or any previously filed amendments. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Original Filing.
 
Item 3. Source and Amount of Funds or Other Consideration
 
Item 3 is hereby amended and supplemented as follows:
 
As of March 17, 2008, the Reporting Persons are deemed to beneficially own an aggregate of 17,086,500 Shares, as detailed in Item 5.  The aggregate purchase price for such Shares was $ $452,197,844.471 (exclusive of brokerage commissions and fees), which amount has come, (1) with respect to the LS Power Entities, from working capital and/or from borrowings pursuant to margin accounts maintained in the ordinary course of business with the previously identified financial institution, (2) with respect to the Luminus Entities, from working capital and (3) with respect to LTAC, from a capital contribution made by a member of LTAC.  The shares acquired by LPCO were contributed by other Reporting Persons listed hereto who purchased the shares with working capital and/or borrowings pursuant to margin accounts maintained in the ordinary course of business at the previously identified financial institution.
 
Item 4. Purpose of Transaction.
 
Item 4 is hereby amended and supplemented as follows:
 
On March 18, 2008, certain of the Reporting Persons issued a press release announcing that, in light of recent steps taken by the Issuer, the Reporting Persons were withdrawing their shareholder proposals and notice of the intention to nominate four directors for the Issuer's 2008 annual meeting.
 
A copy of the press release is included as Exhibit 7.11 hereto and is incorporated herein by reference.
 
Item 5. Interest in Securities of the Issuer.
 
Items 5(a) and 5(b) are hereby amended and restated as follows:
 
Reporting Persons
  
Number of Shares with Sole Voting and Dispositive Power
  
Number of Shares with Shared Voting and Dispositive Power
  
Aggregate Number of Shares Beneficially Owned
  
Percentage of Class Beneficially Owned
LSP Penn Holdings, LLC
  
0
  
17,086,500
  
17,086,500
  
8.5%
LSP Penn Holdings II, LLC
  
0
  
17,086,500
  
17,086,500
  
8.5%
LS Power Partners, L.P.
  
0
  
17,086,500
  
17,086,500
  
8.5%
LS Power Partners II, L.P.
  
0
  
17,086,500
  
17,086,500
  
8.5%
Luminus Management, LLC
  
0
  
17,086,500
  
17,086,500
  
8.5%
Luminus Asset Partners, L.P.
  
0
  
17,086,500
  
17,086,500
  
8.5%
Luminus Energy Partners Master Fund, Ltd.
  
0
  
17,086,500
  
17,086,500
  
8.5%
LPCO Investments S.à.r.l.
  
0
  
17,086,500
  
17,086,500
  
8.5%
LTAC SPV I, LLC
  
0
  
17,086,500
  
17,086,500
  
8.5%

 
 
By virtue of the relationships among the Reporting Persons described herein, the Reporting Persons may be deemed to constitute a "group," which "group" may be deemed to beneficially own an aggregate of 17,086,500 Shares, representing approximately 8.5% of the outstanding Shares. LPCO holds 16,782,400 Shares, of which 1,131,209 Shares are held on behalf of Luminus Asset Partners, 3,926,731 Shares are held on behalf of Luminus Energy Fund, 5,862,230
 
 
1 For purposes of calculating the aggregate purchase price, transactions in Shares executed in Canadian Dollars since the most recent filing on Schedule 13D on February 22, 2008 have been converted to US Dollars at a current market exchange rate of 1 CAD to 1.00019 USD.
 
 
 
 
 CUSIP No. 89346D107
  
 13D
  
 Page 12 of 15 Pages
 
 
Shares are held on behalf of LSP Holdings and 5,862,230 Shares are held on behalf of LSP Holdings II.  LTAC holds 304,100 Shares.  Since LTAC may be deemed to be a member of a "group" with the other Reporting Person, LTAC may be deemed to beneficially own all of the Shares beneficially owned by the other Reporting Persons.
 
 
The percentages used herein are based on the 201,118,565 Shares reported to be issued and outstanding as of March 13, 2008 by the Issuer in its Form 40-F, filed with the Securities and Exchange Commission on March 17, 2008.
 
Items 5(c) is hereby amended and supplemented as follows:
 
All transactions in the Shares effected by the Reporting Persons since the most recent filing on Schedule 13D on February 22, 2008 through March 17, 2008 are set forth in Annex F attached hereto and incorporated herein by reference.
 
 
Item 7. Material to be Filed as Exhibits.
 
Exhibit
Number
Description
7.11
Press Release, dated March 18, 2008

 
 
 
 CUSIP No. 89346D107
  
 13D
  
 Page 13 of 15 Pages
 
 
 
 
SIGNATURE
 
After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth herein is true, complete and correct.
 
Dated: March 18, 2008
 

 
 
LSP Penn Holdings, LLC
  
       
       
 
By:
/s/ Darpan Kapadia
  
 
Name:
Darpan Kapadia
  
 
Title:
Managing Director
  
 

 
 
LSP Penn Holdings II, LLC
  
       
       
 
By:
/s/ Darpan Kapadia
  
 
Name:
Darpan Kapadia
  
 
Title:
Managing Director
  
 

 
 
LS Power Partners, L.P.
  
       
       
 
By:
/s/ Darpan Kapadia
  
 
Name:
Darpan Kapadia
  
 
Title:
Managing Director
  
 

 
 
LS Power Partners II, L.P.
  
       
       
 
By:
/s/ Darpan Kapadia
  
 
Name:
Darpan Kapadia
  
 
Title:
Managing Director
  
 

 
 
Luminus Management, LLC
  
       
       
 
By:
/s/ Paul Segal
  
 
Name:
Paul Segal
  
 
Title:
President
  
 

 
 
 
 CUSIP No. 89346D107
  
 13D
  
 Page 14 of 15 Pages
 
 
 

 
Luminus Asset Partners, L.P.
  
       
       
 
By:
/s/ Paul Segal
  
 
Name:
Paul Segal
  
 
Title:
President
  
 

 
 
Luminus Energy Partners Master Fund, Ltd.
  
       
       
 
By:
/s/ Paul Segal
  
 
Name:
Paul Segal
  
 
Title:
Director
  
 

 
 
LPCO Investments S.à.r.l.
  
       
 
By:
Paul Segal, as attorney-in-fact
  
       
 
By:
/s/ Paul Segal
  
 
Name:
Paul Segal
  
 

 
 
LTAC SPV I, LLC
  
  By: Vega Energy GP, LLC, its managing member  
       
       
 
By:
/s/ Paul Segal
  
 
Name:
Paul Segal
  
 
Title:
President
  
 

 
 
 
 CUSIP No. 89346D107
  
 13D
  
 Page 15 of 15 Pages
 
 
 
ANNEX F to SCHEDULE 13D/A

Party Effecting Transaction
Date
Buy/Sell
Quantity
  
Average
Price (US$)*
Currency
LTAC SPV I, LLC
2/22/08
Buy
13,900
  
34.9040
CAD
LTAC SPV I, LLC
2/25/08
Buy
20,200
  
35.1710
CAD
LTAC SPV I, LLC
2/26/08
Buy
105,000
  
35.6332
CAD
LTAC SPV I, LLC
2/27/08
Buy
25,000
  
34.9766
CAD
LTAC SPV I, LLC
2/28/08
Buy
25,000
  
34.6566
CAD
LTAC SPV I, LLC
2/29/08
Buy
30,000
  
34.9333
CAD
LTAC SPV I, LLC
3/3/08
Buy
25,000
  
35.2661
CAD
LTAC SPV I, LLC
3/4/08
Buy
30,000
  
34.8066
CAD
LTAC SPV I, LLC
3/17/08
Buy
30,000
  
32.8531
CAD


 
* Transactions in Shares executed in Canadian Dollars have been converted to US Dollars using a current market exchange rate of 1 CAD to 1.00019 USD. Average price is net of brokerage fees and commissions.