sch_13d-a.htm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D
(Amendment No. 10)*

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)
 
April 8, 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
17,808,600
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
17,808,600
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
17,808,600
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
[   ]
13.
Percent of Class Represented by Amount in Row (11)
 
8.9%
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
17,808,600
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
17,808,600
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
17,808,600
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
[   ]
13.
Percent of Class Represented by Amount in Row (11)
 
8.9%
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
17,808,600
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
17,808,600
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
17,808,600
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
[   ]
13.
Percent of Class Represented by Amount in Row (11)
 
8.9%
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
17,808,600
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
17,808,600
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
17,808,600
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
[   ]
13.
Percent of Class Represented by Amount in Row (11)
 
8.9%
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
17,808,600
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
17,808,600
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
17,808,600
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
[   ]
13.
Percent of Class Represented by Amount in Row (11)
 
8.9%
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
17,808,600
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
17,808,600
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
17,808,600
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
[   ]
13.
Percent of Class Represented by Amount in Row (11)
 
8.9%
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
17,808,600
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
17,808,600
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
17,808,600
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
[   ]
13.
Percent of Class Represented by Amount in Row (11)
 
8.9%
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
17,808,600
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
17,808,600
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
17,808,600
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
[   ]
13.
Percent of Class Represented by Amount in Row (11)
 
8.9%
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
17,808,600
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
17,808,600
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
17,808,600
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
[   ]
13.
Percent of Class Represented by Amount in Row (11)
 
8.9%
14.
Type of Reporting Person (See Instructions)
 
OO

 
 
 
 
 
  CUSIP No. 89346D107
13D
Page 11 of 15 Pages
 

 
This Amendment No. 10 (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 April 8, 2008, the Reporting Persons are deemed to beneficially own an aggregate of 17,808,600 Shares, as detailed in Item 5.  The aggregate purchase price for such Shares was $474,512,800.97 (exclusive of brokerage commissions and fees), which amount has come, (1) with respect to the LS Power Entities and Luminus 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 and (2) 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 with the previously identified financial institution.
 
Item 4. Purpose of Transaction.
 
Item 4 is hereby amended and supplemented as follows:
 
On April 8, 2008, certain of the Reporting Persons filed an application under Section 203 of the Federal Power Act with the Federal Energy Regulatory Commission seeking approval to acquire in excess of 10% and up to 20% of the issued and outstanding Shares.
 
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
    
17,808,600
    
17,808,600
    
8.9%
  
LSP Penn Holdings II, LLC
  
0
    
17,808,600
    
17,808,600
    
8.9%
  
LS Power Partners, L.P.
  
0
    
17,808,600
    
17,808,600
    
8.9%
  
LS Power Partners II, L.P.
  
0
    
17,808,600
    
17,808,600
    
8.9%
  
Luminus Management, LLC
  
0
    
17,808,600
    
17,808,600
    
8.9%
  
Luminus Asset Partners, L.P.
  
0
    
17,808,600
    
17,808,600
    
8.9%
  
Luminus Energy Partners Master Fund, Ltd.
  
0
    
17,808,600
    
17,808,600
    
8.9%
  
LPCO Investments S.à.r.l.
  
0
    
17,808,600
    
17,808,600
    
8.9%
  
LTAC SPV I, LLC
  
0
    
17,808,600
    
17,808,600
    
8.9%
  

 
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 17,808,600 Shares, representing approximately 8.9% 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 Shares are held on behalf of LSP Holdings and 5,862,230 Shares are held on behalf of LSP Holdings II.  LSP Holdings currently holds 113,838 Shares and LSP Holdings II holds 496,225 Shares, purchased between March 18, 2008 and April
 
 
 
 
 
 
  CUSIP No. 89346D107
13D
Page 12 of 15 Pages
 
 
 
8, 2008, which are expected to be transferred to and held by LPCO.  LTAC holds 416,137 Shares.  Since each of LSP Holdings, LSP Holdings II and LTAC may be deemed to be a member of a "group" with the other Reporting Persons, each of LSP Holdings, LSP Holdings II and 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 March 18, 2008 through April 8, 2008 are set forth in Annex G attached hereto and incorporated herein by reference.
 
 
 
 
 
 
  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: April 9, 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 G to SCHEDULE 13D/A
 
 
 
Party Effecting Transaction
  
Date
  
Buy/Sell
  
Quantity
  
Average
Price
(US$)*
  
Currency
                     
LSP PENN HOLDINGS LLC
  
3/18/08
  
Buy
  
54,688
    
32.1312
  
USD
LSP PENN HOLDINGS LLC
  
3/19/08
  
Buy
  
43,750
    
30.7013
  
USD
LSP PENN HOLDINGS LLC
  
3/20/08
  
Buy
  
15,400
    
29.5893
  
USD
                       
LSP PENN HOLDINGS II LLC
  
3/18/08
  
Buy
  
54,688
    
32.1312
  
USD
LSP PENN HOLDINGS II LLC
  
3/19/08
  
Buy
  
43,750
    
30.7013
  
USD
LSP PENN HOLDINGS II LLC
  
3/20/08
  
Buy
  
15,400
    
29.5893
  
USD
LSP PENN HOLDINGS II LLC
  
3/24/08
  
Buy
  
262
    
29.5682
  
USD
LSP PENN HOLDINGS II LLC
  
3/25/08
  
Buy
  
43,750
    
29.6879
  
USD
LSP PENN HOLDINGS II LLC
  
3/26/08
  
Buy
  
109,375
    
30.2813
  
USD
LSP PENN HOLDINGS II LLC
  
3/27/08
  
Buy
  
21,875
    
30.1048
  
USD
LSP PENN HOLDINGS II LLC
  
3/27/08
  
Buy
  
21,875
    
30.5297
  
USD
LSP PENN HOLDINGS II LLC
  
4/3/08
  
Buy
  
26,000
    
31.3528
  
USD
LSP PENN HOLDINGS II LLC
  
4/4/08
  
Buy
  
131,250
    
31.2563
  
USD
LSP PENN HOLDINGS II LLC
  
4/7/08
  
Buy
  
21,875
    
31.0296
  
USD
LSP PENN HOLDINGS II LLC
  
4/8/08
  
Buy
  
6,125
    
30.5414
  
USD
                       
LTAC SPV I LLC
  
3/18/08
  
Buy
  
15,624
    
32.1312
  
USD
LTAC SPV I LLC
  
3/19/08
  
Buy
  
12,500
    
30.7013
  
USD
LTAC SPV I LLC
  
3/20/08
  
Buy
  
4,400
    
29.5893
  
USD
LTAC SPV I LLC
  
3/24/08
  
Buy
  
38
    
29.5682
  
USD
LTAC SPV I LLC
  
3/25/08
  
Buy
  
6,250
    
29.6879
  
USD
LTAC SPV I LLC
  
3/26/08
  
Buy
  
15,625
    
30.2813
  
USD
LTAC SPV I LLC
  
3/27/08
  
Buy
  
3,125
    
30.1048
  
USD
LTAC SPV I LLC
  
3/27/08
  
Buy
  
3,125
    
30.5297
  
USD
LTAC SPV I LLC
  
4/2/08
  
Buy
  
25,000
    
31.4630
  
USD
LTAC SPV I LLC
  
4/3/08
  
Buy
  
3,600
    
31.3528
  
USD
LTAC SPV I LLC
  
4/4/08
  
Buy
  
18,750
    
31.2563
  
USD
LTAC SPV I LLC
  
4/7/08
  
Buy
  
3,125
    
31.0296
  
USD
LTAC SPV I LLC
  
4/8/08
  
Buy
  
875
    
30.5414
  
USD
 

____________________________________________
 
* Average price is net of brokerage fees and commissions.