SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
SCHEDULE 13D
(RULE 13D - 101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 3)*
TransAlta Corporation
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
89346D107
(CUSIP Number)

Christopher P. Davis, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
Tel: (212) 986-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 11, 2019
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [X].
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.
*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 (“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).
CUSIP No. 89346D107
1.
NAMES OF REPORTING PERSONS
 
Mangrove Partners Master Fund, Ltd.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)    [X]
(b)    [ ]
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
 
WC
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7.
SOLE VOTING POWER
 
0
 
8.
SHARED VOTING POWER
 
20,331,863
 
9.
SOLE DISPOSITIVE POWER
 
0
 
10.
SHARED DISPOSITIVE POWER
 
20,331,863
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
20,331,863
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES    [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.1%
14.
TYPE OF REPORTING PERSON
 
OO
CUSIP No. 89346D107

1.
NAMES OF REPORTING PERSONS
 
Mangrove Partners
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)    [X]
(b)    [ ]
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
 
AF
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7.
SOLE VOTING POWER
 
0
 
8.
SHARED VOTING POWER
 
20,331,863
 
9.
SOLE DISPOSITIVE POWER
 
0
 
10.
SHARED DISPOSITIVE POWER
 
20,331,863
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
20,331,863
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES    [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.1%
14.
TYPE OF REPORTING PERSON
 
OO
CUSIP No. 89346D107

1.
NAMES OF REPORTING PERSONS
 
Nathaniel August
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)    [X]
(b)    [ ]
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
 
AF
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7.
SOLE VOTING POWER
 
0
 
8.
SHARED VOTING POWER
 
20,331,863
 
9.
SOLE DISPOSITIVE POWER
 
0
 
10.
SHARED DISPOSITIVE POWER
 
20,331,863
 
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
20,331,863
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES    [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.1%
14.
TYPE OF REPORTING PERSON
 
IN
 
CUSIP No. 89346D107

1.
NAMES OF REPORTING PERSONS
 
Cove Key Bluescape Holdings LP
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)    [X]
(b)    [ ]
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
 
WC
5.
CHECK BOX 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
 
8,397,333
 
9.
SOLE DISPOSITIVE POWER
 
0
 
10.
SHARED DISPOSITIVE POWER
 
8,397,333
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,397,333
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES    [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.0%
14.
TYPE OF REPORTING PERSON
 
PN
 
CUSIP No. 89346D107

1.
NAMES OF REPORTING PERSONS
 
Cove Key Fund GP LP
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)    [X]
(b)    [ ]
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
 
AF
5.
CHECK BOX 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
 
8,397,333
 
9.
SOLE DISPOSITIVE POWER
 
0
 
10.
SHARED DISPOSITIVE POWER
 
8,397,333
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,397,333
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES    [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.0%
14.
TYPE OF REPORTING PERSON
 
PN
 
CUSIP No. 89346D107
1.
NAMES OF REPORTING PERSONS
 
Cove Key GP LLC
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)    [X]
(b)    [ ]
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
 
AF
5.
CHECK BOX 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
 
8,397,333
 
9.
SOLE DISPOSITIVE POWER
 
0
 
10.
SHARED DISPOSITIVE POWER
 
8,397,333
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,397,333
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES    [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.0%
14.
TYPE OF REPORTING PERSON
 
OO
 
CUSIP No. 89346D107

1.
NAMES OF REPORTING PERSONS
 
Cove Key Management LP
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)    [X]
(b)    [ ]
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
 
AF
5.
CHECK BOX 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
 
8,397,333
 
9.
SOLE DISPOSITIVE POWER
 
0
 
10.
SHARED DISPOSITIVE POWER
 
8,397,333
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,397,333
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES    [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.0%
14.
TYPE OF REPORTING PERSON
 
PN
 
CUSIP No. 89346D107
1.
NAMES OF REPORTING PERSONS
 
Cove Key GP Management LLC
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)    [X]
(b)    [ ]
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
 
AF
5.
CHECK BOX 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
 
8,397,333
 
9.
SOLE DISPOSITIVE POWER
 
0
 
10.
SHARED DISPOSITIVE POWER
 
8,397,333
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,397,333
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES    [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.0%
14.
TYPE OF REPORTING PERSON
 
OO
 
CUSIP No. 89346D107
1.
NAMES OF REPORTING PERSONS
 
Jeff Coviello
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)    [X]
(b)    [ ]
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
 
AF
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7.
SOLE VOTING POWER
 
0
 
8.
SHARED VOTING POWER
 
8,397,333
 
9.
SOLE DISPOSITIVE POWER
 
0
 
10.
SHARED DISPOSITIVE POWER
 
8,397,333
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,397,333
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES    [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.0%
14.
TYPE OF REPORTING PERSON
 
IN, HC
 
CUSIP No. 89346D107

1.
NAMES OF REPORTING PERSONS
 
Bluescape Cove Key GP LLC
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)    [X]
(b)    [ ]
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
 
OO
5.
CHECK BOX 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
 
8,397,333
 
9.
SOLE DISPOSITIVE POWER
 
0
 
10.
SHARED DISPOSITIVE POWER
 
8,397,333
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,397,333
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES    [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.0%
14.
TYPE OF REPORTING PERSON
 
OO
 
CUSIP No. 89346D107

1.
NAMES OF REPORTING PERSONS
 
Bluescape Energy Partners III GP LLC
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)    [X]
(b)    [ ]
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
 
OO
5.
CHECK BOX 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
 
8,397,333
 
9.
SOLE DISPOSITIVE POWER
 
0
 
10.
SHARED DISPOSITIVE POWER
 
8,397,333
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,397,333
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES    [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.0%
14.
TYPE OF REPORTING PERSON
 
OO
 
CUSIP No. 89346D107
1.
NAMES OF REPORTING PERSONS
 
Bluescape Resources GP Holdings LLC
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)    [X]
(b)    [ ]
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
 
OO
5.
CHECK BOX 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
 
8,397,333
 
9.
SOLE DISPOSITIVE POWER
 
0
 
10.
SHARED DISPOSITIVE POWER
 
8,397,333
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,397,333
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES    [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.0%
14.
TYPE OF REPORTING PERSON
 
OO
 
CUSIP No. 89346D107
1.
NAMES OF REPORTING PERSONS
 
Bluescape Resources Company LLC
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)    [X]
(b)    [ ]
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
 
OO
5.
CHECK BOX 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
 
8,397,333
 
9.
SOLE DISPOSITIVE POWER
 
0
 
10.
SHARED DISPOSITIVE POWER
 
8,397,333
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,397,333
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES    [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.0%
14.
TYPE OF REPORTING PERSON
 
OO
 
CUSIP No. 89346D107
1.
NAMES OF REPORTING PERSONS
 
Charles John Wilder, Jr.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)    [X]
(b)    [ ]
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
 
OO
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7.
SOLE VOTING POWER
 
0
 
8.
SHARED VOTING POWER
 
8,397,333
 
9.
SOLE DISPOSITIVE POWER
 
0
 
10.
SHARED DISPOSITIVE POWER
 
8,397,333
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,397,333
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES    [ ]
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.0%
14.
TYPE OF REPORTING PERSON
 
IN, HC
 


The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (this “Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.
Item 4.
Purpose of Transaction.
Item 4 is hereby amended to add the following:
On April 11, 2019, Mangrove Partners issued a press release (the “Withhold Press Release”) announcing that it intends to withhold its votes at the upcoming Annual Meeting for Gordon Giffin, Alan Fohrer and Beverlee Park, the three members of the Board who reviewed, evaluated and unanimously recommended the Brookfield Transaction. The foregoing description of the Withhold Press Release is qualified in its entirety by reference to the full text of the Withhold Press Release, which is attached as Exhibit F hereto and is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Exhibit F Press Release, dated April 11, 2019 by Mangrove Partners.

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:
April 11, 2019

 
THE MANGROVE PARTNERS MASTER FUND, LTD.
     
 
By:
MANGROVE PARTNERS,
as Investment Manager
     
 
By:
 /s/ Nathaniel August
   
Name:
Nathaniel August
   
Title:
Director


 
MANGROVE PARTNERS
     
 
By:
 /s/ Nathaniel August
   
Name:
Nathaniel August
   
Title:
Director


  /s/ Nathaniel August
 
NATHANIEL AUGUST
   
   
 
COVE KEY BLUESCAPE HOLDINGS LP
By: Bluescape Cove Key GP LLC, its general partner
 
     
 
By:
 /s/ Jonathan Siegler
   
Name:
Jonathan Siegler
   
Title:
Managing Director

 
COVE KEY FUND GP LP
By: Cove Key GP LLC, its general partner
 
     
 
By:
 /s/ Jeff Coviello
   
Name:
Jeff Coviello
   
Title:
Manager

 
COVE KEY GP LLC
 
     
 
By:
 /s/ Jeff Coviello
   
Name:
Jeff Coviello
   
Title:
Manager

 
COVE KEY MANAGEMENT LP
By: Cove Key GP Management LLC, its general partner
 
     
 
By:
 /s/ Jeff Coviello
   
Name:
Jeff Coviello
   
Title:
Manager

 
COVE KEY GP MANAGEMENT LLC
 
     
 
By:
 /s/ Jeff Coviello
   
Name:
Jeff Coviello
   
Title:
Manager

 
/s/ Jeff Coviello
JEFF COVIELLO
 
 
BLUESCAPE COVE KEY GP LLC
     
     
 
By:
 /s/ Jonathan Siegler
   
Name:
Jonathan Siegler
   
Title:
Managing Director
       
 
BLUESCAPE ENERGY PARTNERS III GP LP
     
 
By:
 /s/ Jonathan Siegler
   
Name:
Jonathan Siegler
   
Title:
Managing Director
 
 
 
BLUESCAPE RESOURCES GP HOLDINGS LLC
     
 
By:
 /s/ Jonathan Siegler
   
Name:
Jonathan Siegler
   
Title:
Managing Director

 
BLUESCAPE RESOURCES COMPANY LLC
     
 
By:
 /s/ Jonathan Siegler
   
Name:
Jonathan Siegler
   
Title:
Managing Director

  /s/ Charles John Wilder, Jr.
 
CHARLES JOHN WILDER, JR.