TRANSALTA CORP — Major Shareholding Notification 2008

Feb 22, 2008

SC 13D/A 1 luminus13d-a.htm SCHEDULE 13D-A luminus13d-a.htm Licensed to: Skadden Document Created using EDGARizer 4.0.5.0 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(Amendment No. 8)*

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)

| February

21, 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 14 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 14 Pages

| 1. | Names of Reporting Persons. LSP Penn Holdings, LLC | | | --- | --- | --- | | 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] | | | 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 16,782,400 | | | 9. | Sole Dispositive Power 0 | | | 10. | Shared Dispositive Power 16,782,400 | | 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 16,782,400 | | | 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] | | | 13. | Percent of Class Represented by Amount in Row (11) 8.3% | | | 14. | Type of Reporting Person (See Instructions) OO | |

CUSIP No. 89346D107 13D Page 3 of 14 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) [ ] (b) [X] | | | 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 16,782,400 | | | 9. | Sole Dispositive Power 0 | | | 10. | Shared Dispositive Power 16,782,400 | | 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 16,782,400 | | | 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] | | | 13. | Percent of Class Represented by Amount in Row (11) 8.3% | | | 14. | Type of Reporting Person (See Instructions) OO | |

CUSIP No. 89346D107 13D Page 4 of 14 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) [ ] (b) [X] | | | 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 16,782,400 | | | 9. | Sole Dispositive Power 0 | | | 10. | Shared Dispositive Power 16,782,400 | | 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 16,782,400 | | | 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] | | | 13. | Percent of Class Represented by Amount in Row (11) 8.3% | | | 14. | Type of Reporting Person (See Instructions) PN | |

CUSIP No. 89346D107 13D Page 5 of 14 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) [ ] (b) [X] | | | 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 16,782,400 | | | 9. | Sole Dispositive Power 0 | | | 10. | Shared Dispositive Power 16,782,400 | | 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 16,782,400 | | | 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] | | | 13. | Percent of Class Represented by Amount in Row (11) 8.3% | | | 14. | Type of Reporting Person (See Instructions) PN | |

CUSIP No. 89346D107 13D Page 6 of 14 Pages

| 1. | Names of Reporting Persons. Luminus Management, LLC | | | --- | --- | --- | | 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] | | | 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 16,782,400 | | | 9. | Sole Dispositive Power 0 | | | 10. | Shared Dispositive Power 16,782,400 | | 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 16,782,400 | | | 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] | | | 13. | Percent of Class Represented by Amount in Row (11) 8.3% | | | 14. | Type of Reporting Person (See Instructions) OO | |

CUSIP No. 89346D107 13D Page 7 of 14 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) [ ] (b) [X] | | | 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 16,782,400 | | | 9. | Sole Dispositive Power 0 | | | 10. | Shared Dispositive Power 16,782,400 | | 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 16,782,400 | | | 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] | | | 13. | Percent of Class Represented by Amount in Row (11) 8.3% | | | 14. | Type of Reporting Person (See Instructions) PN | |

CUSIP No. 89346D107 13D Page 8 of 14 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) [ ] (b) [X] | | | 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 16,782,400 | | | 9. | Sole Dispositive Power 0 | | | 10. | Shared Dispositive Power 16,782,400 | | 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 16,782,400 | | | 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] | | | 13. | Percent of Class Represented by Amount in Row (11) 8.3% | | | 14. | Type of Reporting Person (See Instructions) OO | |

CUSIP No. 89346D107 13D Page 9 of 14 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) [ ] (b) [X] | | | 3. | SEC USE ONLY | | | 4. | Source of Funds (See Instructions) OO | | | 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 16,782,400 | | | 9. | Sole Dispositive Power 0 | | | 10. | Shared Dispositive Power 16,782,400 | | 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 16,782,400 | | | 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] | | | 13. | Percent of Class Represented by Amount in Row (11) 8.3% | | | 14. | Type of Reporting Person (See Instructions) OO | |

CUSIP No. 89346D107 13D Page 10 of 14 Pages

| 1. | Names of Reporting Persons. LTAC SPV I, LLC | | | --- | --- | --- | | 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] | | | 3. | SEC USE ONLY | | | 4. | Source of Funds (See Instructions) OO | | | 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 0 | | | 9. | Sole Dispositive Power 0 | | | 10. | Shared Dispositive Power 0 | | 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | | | 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] | | | 13. | Percent of Class Represented by Amount in Row (11) 0% | | | 14. | Type of Reporting Person (See Instructions) OO | |

CUSIP No. 89346D107 13D Page 11 of 14 Pages

This Amendment No. 8 (this "Amendment") amends and supplements the Schedule 13D initially filed on June 27, 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 2. Identity and Background.

Item 2 is hereby amended and supplemented as follows:

By virtue of its relationship with the other Reporting Persons, LTAC SPV I, LLC ("LTAC") may be deemed to be part of a "group" with the other Reporting Persons. LTAC was formed by Common Sense Special Opportunity, LP ("Common Sense"), a member of LTAC, and Vega Energy GP, LLC ("Vega"), the managing member of LTAC and an affiliate of some of the other Reporting Persons. LTAC was formed for the purpose of purchasing, selling, holding and otherwise dealing in the Shares. James A. Bisenius, as Chief Executive Officer and Chief Investment Officer of Common Sense Investment Management, LLC ("CSIM"), the general partner of Common Sense, may be deemed to control Common Sense. Paul Segal may be deemed to control Vega.

Each of LTAC, Common Sense, Vega and CSIM is organized in the State of Delaware. The principal business of each of Common Sense, Vega, LTAC and CSIM is to engage in the business of investing in securities and other investment opportunities. The principal business address of LTAC, Vega and Mr. Segal is 1700 Broadway, 38th Floor, New York, NY 10019. The principal business address of Common Sense, CSIM and Mr. Bisenius is 15350 SW Sequoia Parkway, Suite 250, Portland, Oregon 97224. Each of Mr. Bisenius and Mr. Segal is a citizen of the United States.

During the last five years, none of LTAC, Common Sense, Vega, CSIM, Mr. Segal or Mr. Bisenius has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 5. Interest in Securities of the Issuer.

Item 5(a) and (b) is hereby amended and supplemented as follows:

LTAC does not beneficially own any Shares, and Common Sense, CSIM and Mr. Bisenius do not beneficially own any Shares.

Item 6. Purpose of Transaction.

Item 6 is hereby amended and supplemented as follows:

On February 21, 2008, Common Sense and Vega entered into the LTAC SPV I, LLC Limited Liability Company Agreement (the "LLC Agreement"). LTAC is a newly formed special purpose entity which was formed for the purpose of purchasing, selling, holding and otherwise dealing in the Shares. It is anticipated that LTAC will obtain the funds to acquire Shares from Common Sense. The LLC Agreement provides for certain governance, profit-sharing and other terms and provisions governing the members of LTAC as set forth in the LLC Agreement, a copy of which is included as Exhibit 7.9 hereto and is incorporated herein by reference.

CUSIP No. 89346D107 13D Page 12 of 14 Pages

Item 7. Material to be Filed as Exhibits.

Exhibit Number	Description
7.9	LTAC
SPV I, LLC Limited Liability Company Agreement dated as of February 21,
2008
7.10	Joint
Filing Agreement, dated February 22, 2008

CUSIP No. 89346D107 13D Page 13 of 14 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: February 22, 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 14 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