SC 13D/A

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

—

SHARED VOTING POWER

31,484,883

SOLE DISPOSITIVE POWER

—

SHARED DISPOSITIVE POWER

31,484,883

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 2)

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)

Justin B. Beber

Brookfield Asset Management Inc.

Brookfield Place

181 Bay Street, Suite 300

Toronto, Ontario M5J 2T3

(416) 363-9491

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 20, 2020

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

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.

CUSIP No. 89346D107


1		NAMES OF REPORTING PERSONS BROOKFIELD ASSET MANAGEMENT INC.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION ONTARIO

(1)	Percentage ownership is based on an aggregate number of outstanding common shares of the Issuer of 277,075,741 as of March 3, 2020.

CUSIP No. 89346D107


1		NAMES OF REPORTING PERSONS PARTNERS LIMITED
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION ONTARIO

(2)	Percentage ownership is based on an aggregate number of outstanding common shares of the Issuer of 277,075,741 as of March 3, 2020.

CUSIP No. 89346D107


1		NAMES OF REPORTING PERSONS EAGLE CANADA COMMON HOLDINGS LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION ONTARIO

(3)	Percentage ownership is based on an aggregate number of outstanding common shares of the Issuer of 277,075,741 as of March 3, 2020.

CUSIP No. 89346D107


1		NAMES OF REPORTING PERSONS BIF IV EAGLE NR CARRY LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION ONTARIO

(4)	Percentage ownership is based on an aggregate number of outstanding common shares of the Issuer of 277,075,741 as of March 3, 2020.

CUSIP No. 89346D107


1		NAMES OF REPORTING PERSONS BIF IV LTIP CANADA SPLITTER LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION ONTARIO

(5)	Percentage ownership is based on an aggregate number of outstanding common shares of the Issuer of 277,075,741 as of March 3, 2020.

CUSIP No. 89346D107


1		NAMES OF REPORTING PERSONS BIF IV CDN SPLIT LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION ONTARIO

(6)	Percentage ownership is based on an aggregate number of outstanding common shares of the Issuer of 277,075,741 as of March 3, 2020.

CUSIP No. 89346D107


1		NAMES OF REPORTING PERSONS BIF IV CDN GP LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION ONTARIO

(7)	Percentage ownership is based on an aggregate number of outstanding common shares of the Issuer of 277,075,741 as of March 3, 2020.

CUSIP No. 89346D107


1		NAMES OF REPORTING PERSONS BIF IV CDN GP LTD.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION ONTARIO

(8)	Percentage ownership is based on an aggregate number of outstanding common shares of the Issuer of 277,075,741 as of March 3, 2020.

CUSIP No. 89346D107


1		NAMES OF REPORTING PERSONS BIG HOLDINGS LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION MANITOBA

(9)	Percentage ownership is based on an aggregate number of outstanding common shares of the Issuer of 277,075,741 as of March 3, 2020.

CUSIP No. 89346D107


1		NAMES OF REPORTING PERSONS BROOKFIELD INFRASTRUCTURE GROUP LIMITED
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION ONTARIO

(10)	Percentage ownership is based on an aggregate number of outstanding common shares of the Issuer of 277,075,741 as of March 3, 2020.

CUSIP No. 89346D107


1		NAMES OF REPORTING PERSONS BAM INFRASTRUCTURE GROUP L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION MANITOBA

(11)	Percentage ownership is based on an aggregate number of outstanding common shares of the Issuer of 277,075,741 as of March 3, 2020.

CUSIP No. 89346D107


1		NAMES OF REPORTING PERSONS BAM LIMITED
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION ONTARIO

(12)	Percentage ownership is based on an aggregate number of outstanding common shares of the Issuer of 277,075,741 as of March 3, 2020.

EXPLANATORY NOTE

This Amendment No. 2 (this “Amendment No. 2”) to Schedule 13D is being filed to reflect that Eagle Canada Common Holdings LP and BIF IV Eagle NR Carry LP (collectively, the “Purchaser Reporting Persons”) have acquired, in aggregate, an additional 3,416,836 common shares (the “Common Shares”) in the capital of the Issuer on the Toronto Stock Exchange in open market purchases for aggregate cash consideration of C$22,452,475, at prices between C$5.71 per Common Share and C$8.04 per Common Share or received through grants of Common Shares awarded as director compensation to the Reporting Persons’ director nominees currently serving on the Issuer’s board of directors in accordance with the terms of the Investment Agreement (the “Additional Purchases”).

Information reported and defined terms used in the original Schedule 13D remain in effect, unless they are amended or superseded by information or defined terms contained in this Amendment No. 2.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of original Schedule 13D is hereby supplemented as follows:

The Purchaser Reporting Persons acquired the additional 3,416,836 Common Shares in the open market for an aggregate consideration of C$22,452,475 (including brokerage commission but excluding director compensation shares) or received through grants of Common Shares awarded as director compensation to the Reporting Persons’ director nominees currently serving on the Issuer’s board of directors in accordance with the terms of the Investment Agreement. All purchases of Common Shares in open market transactions were funded from available liquidity.

Item 4. Purpose of Transaction.

Item 4 of the original Schedule 13D is hereby supplemented as follows:

The Additional Purchases were completed in accordance with the investment intention of the Reporting Persons in the Issuer and the agreements related thereto, as described in the original Schedule 13D.

Item 5. Interest in Securities of the Issuer.

Sections (a), (b), (c) and (e) of Item 5 of the original Schedule 13 are hereby amended and restated as follows:

(a)-(b) The aggregate number and percentage of Common Shares of the Issuer held by the Reporting Persons to which this Schedule 13D relates is 31,484,883 shares, constituting approximately 11.4% of the Issuer’s currently outstanding Common Shares. The percentage of Common Shares of the Issuer is based on an aggregate number of Common Shares of the Issuer of 277,075,741 as of March 3, 2020, based on Issuer’s Form 40-F dated March 3, 2020.

(i) Eagle Canada

(a)

As of April 22, 2020, Eagle Canada may be deemed the beneficial owner of 13,012,794 Common Shares, constituting a percentage of approximately 4.7%

(b)

Sole voting power to vote or direct vote: 0 Common Shares

Shared voting power to vote or direct vote: 13,012,794 Common Shares

Sole power to dispose or direct the disposition: 0 Common Shares

Shared power to dispose or direct the disposition: 13,012,794 Common Shares

(ii) BIF IV Eagle

(a)

As of April 22, 2020, BIF IV Eagle may be deemed the beneficial owner of 18,472,089 Common Shares, constituting a percentage of approximately 6.7%

(b)

Sole voting power to vote or direct vote: 0 Common Shares

Shared voting power to vote or direct vote: 18,472,089 Common Shares

Sole power to dispose or direct the disposition: 0 Common Shares

Shared power to dispose or direct the disposition: 18,472,089 Common Shares

(iii) BIF IV LTIP

(a)

As of April 22, 2020, BIF IV Cdn may be deemed the beneficial owner of 18,472,089 Common Shares, constituting a percentage of approximately 6.7%

(b)

Sole voting power to vote or direct vote: 0 Common Shares

Shared voting power to vote or direct vote: 18,472,089 Common Shares

Sole power to dispose or direct the disposition: 0 Common Shares

Shared power to dispose or direct the disposition: 18,472,089 Common Shares

(iv) BIF IV Cdn

(a)

As of April 22, 2020, BIF IV Cdn may be deemed the beneficial owner of 31,484,883 Common Shares, constituting a percentage of approximately 11.4%

(b)

Sole voting power to vote or direct vote: 0 Common Shares

Shared voting power to vote or direct vote: 31,484,883 Common Shares

Sole power to dispose or direct the disposition: 0 Common Shares

Shared power to dispose or direct the disposition: 31,484,883 Common Shares

(v) BIF IV Cdn GP

(a)

As of April 22, 2020, BIF IV Cdn GP may be deemed the beneficial owner of 31,484,883 Common Shares, constituting a percentage of approximately 11.4%

(b)

Sole voting power to vote or direct vote: 0 Common Shares

Shared voting power to vote or direct vote: 31,484,883 Common Shares

Sole power to dispose or direct the disposition: 0 Common Shares

Shared power to dispose or direct the disposition: 31,484,883 Common Shares

(vi) BIF IV Cdn GP Ltd

(a)

As of April 22, 2020, BIF IV Cdn GP Ltd may be deemed the beneficial owner of 31,484,883 Common Shares, constituting a percentage of approximately 11.4%

(b)

Sole voting power to vote or direct vote: 0 Common Shares

Shared voting power to vote or direct vote: 31,484,883 Common Shares

Sole power to dispose or direct the disposition: 0 Common Shares

Shared power to dispose or direct the disposition: 31,484,883 Common Shares

(vii) BIG Holdings

(a)

As of April 22, 2020, BIG Holdings may be deemed the beneficial owner of 31,484,883 Common Shares, constituting a percentage of approximately 11.4%

(b)

Sole voting power to vote or direct vote: 0 Common Shares

Shared voting power to vote or direct vote: 31,484,883 Common Shares

Sole power to dispose or direct the disposition: 0 Common Shares

Shared power to dispose or direct the disposition: 31,484,883 Common Shares

(viii) BIGL

(a)

As of April 22, 2020, BIGL may be deemed the beneficial owner of 31,484,883 Common Shares, constituting a percentage of approximately 11.4%

(b)

Sole voting power to vote or direct vote: 0 Common Shares

Shared voting power to vote or direct vote: 31,484,883 Common Shares

Sole power to dispose or direct the disposition: 0 Common Shares

Shared power to dispose or direct the disposition: 31,484,883 Common Shares

(ix) BIG LP

(a)

As of April 22, 2020, BIG LP may be deemed the beneficial owner of 31,484,883 Common Shares, constituting a percentage of approximately 11.4%

(b)

Sole voting power to vote or direct vote: 0 Common Shares

Shared voting power to vote or direct vote: 31,484,883 Common Shares

Sole power to dispose or direct the disposition: 0 Common Shares

Shared power to dispose or direct the disposition: 31,484,883 Common Shares

(x) BAM Limited

(a)

As of April 22, 2020, BIG LP may be deemed the beneficial owner of 31,484,883 Common Shares, constituting a percentage of approximately 11.4%

(b)

Sole voting power to vote or direct vote: 0 Common Shares

Shared voting power to vote or direct vote: 31,484,883 Common Shares

Sole power to dispose or direct the disposition: 0 Common Shares

Shared power to dispose or direct the disposition: 31,484,883 Common Shares

(xi) Brookfield

(a)

As of April 22, 2020, Brookfield may be deemed the beneficial owner of 31,484,883 Common Shares, constituting a percentage of approximately 11.4%

(b)

Sole voting power to vote or direct vote: 0 Common Shares

Shared voting power to vote or direct vote: 31,484,883 Common Shares

Sole power to dispose or direct the disposition: 0 Common Shares

Shared power to dispose or direct the disposition: 31,484,883 Common Shares

(xii) Partners

(a)

As of April 22, 2020, Partners may be deemed the beneficial owner of 31,484,883 Common Shares, constituting a percentage of approximately 11.4%

(b)

Sole voting power to vote or direct vote: 0 Common Shares

Shared voting power to vote or direct vote: 31,484,883 Common Shares

Sole power to dispose or direct the disposition: 0 Common Shares

Shared power to dispose or direct the disposition: 31,484,883 Common Shares

(c) Schedule I filed herewith, which is incorporated herein by reference, describes all of the transactions in Common Shares of the Issuer that were effected by the Reporting Persons since the filing of the Schedule 13D/A on March 18, 2020.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the original Schedule 13 is amended to update the following information:

As of April 22, 2020, 27,406,129 Common Shares were subject to the pledge under the security agreements in connection with the Margin Loan Agreement.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.


April 22, 2020	EAGLE CANADA COMMON HOLDINGS LP, by its general partner BIF IV CDN SPLIT LP, by its general partner BIF IV CDN GP LP, by its general partner BIF IV CDN GP LTD.

	By:	/s/ Adrienne Moore
		Name: Adrienne Moore
		Title: Vice-President

	BIF IV EAGLE NR CARRY LP, by its general partner BIF IV LTIP CANADA SPLITTER LP, by its general partner BIF IV CDN SPLIT LP, by its general partner BIF IV CDN GP LP, by its general partner BIF IV CDN GP LTD.

	By:	/s/ Adrienne Moore
		Name: Adrienne Moore
		Title: Vice-President

	BIF IV LTIP CANADA SPLITTER LP, by its general partner BIF IV CDN SPLIT LP, by its general partner BIF IV CDN GP LP, by its general partner BIF IV CDN GP LTD.

	By:	/s/ Adrienne Moore
		Name: Adrienne Moore
		Title: Vice-President

	BIF IV CDN SPLIT LP, by its general partner BIF IV CDN GP LP, by its general partner BIF IV CDN GP LTD.

	By:	/s/ Adrienne Moore
		Name: Adrienne Moore
		Title: Vice-President

	BIF IV CDN GP LP, by its general partner BIF IV CDN GP LTD.

	By:	/s/ Adrienne Moore
		Name: Adrienne Moore
		Title: Vice-President


BIF IV CDN GP LTD.

By:		/s/ Adrienne Moore
		Name: Adrienne Moore
		Title: Vice President

BIG HOLDINGS LP, by its general partner BROOKFIELD INFRASTRUCTURE GROUP LIMITED

By:		/s/ James Rickert
		Name: James Rickert
		Title: President

BROOKFIELD INFRASTRUCTURE GROUP LIMITED

By:		/s/ James Rickert
		Name: James Rickert
		Title: President

BAM INFRASTRUCTURE GROUP L.P., by its general partner BAM LIMITED

By:		/s/ Kathy Sarpash
		Name: Kathy Sarpash
		Title: Vice-President and Secretary

BAM LIMITED

By:		/s/ Kathy Sarpash
		Name: Kathy Sarpash
		Title: Vice-President and Secretary

BROOKFIELD ASSET MANAGEMENT INC.

By:		/s/ Kathy Sarpash
		Name: Kathy Sarpash
		Title: Senior Vice-President

PARTNERS LIMITED

By:		/s/ Brian D. Lawson
		Name: Brian D. Lawson
		Title: President

SCHEDULE I

TRADING IN COMMON SHARES

The table below sets forth all transactions in the Common Shares effected by the Reporting Persons since the filing of the Schedule 13D/A on March 18, 2020. All such transactions were effected in the open market through a broker, and the prices exclude commissions. The Reporting Persons undertake to provide upon request by the staff of the Securities and Exchange Commission full information regarding the number of shares purchased or sold at each separate price.


Party	Trade Date		Buy/Sell			Number of Shares		Weighted Average Price		Low Price per Share		High Price per Share
BIF IV Eagle NR Carry LP		3/20/2020		Buy			307,887		6.33		6.33		6.33
Eagle Canada Common Holdings LP		3/20/2020		Buy			192,113		6.33		6.33		6.33
BIF IV Eagle NR Carry LP		3/23/2020		Buy			461,831		5.71		5.71		5.71
Eagle Canada Common Holdings LP		3/23/2020		Buy			288,169		5.71		5.71		5.71
BIF IV Eagle NR Carry LP		3/24/2020		Buy			369,464		5.90		5.90		5.90
Eagle Canada Common Holdings LP		3/24/2020		Buy			230,536		5.90		5.90		5.90
BIF IV Eagle NR Carry LP		3/25/2020		Buy			31,897		6.18		6.18		6.18
Eagle Canada Common Holdings LP		3/25/2020		Buy			19,903		6.18		6.18		6.18
BIF IV Eagle NR Carry LP		3/27/2020		Buy			102,526		6.96		6.96		6.96
Eagle Canada Common Holdings LP		3/27/2020		Buy			63,974		6.96		6.96		6.96
BIF IV Eagle NR Carry LP		3/27/2020		Buy	*		7,819		—		—		—
Eagle Canada Common Holdings LP		3/27/2020		Buy	*		4,879		—		—		—
BIF IV Eagle NR Carry LP		3/30/2020		Buy			147,539		6.93		6.93		6.93
Eagle Canada Common Holdings LP		3/30/2020		Buy			92,061		6.93		6.93		6.93
BIF IV Eagle NR Carry LP		4/1/2020		Buy			102,088		6.96		6.96		6.96
Eagle Canada Common Holdings LP		4/1/2020		Buy			63,700		6.96		6.96		6.96
BIF IV Eagle NR Carry LP		4/3/2020		Buy			71,091		7.00		7.00		7.00
Eagle Canada Common Holdings LP		4/3/2020		Buy			44,359		7.00		7.00		7.00
BIF IV Eagle NR Carry LP		4/20/2020		Buy			101,603		8.04		8.04		8.04
Eagle Canada Common Holdings LP		4/20/2020		Buy			63,397		8.04		8.04		8.04
BIF IV Eagle NR Carry LP		4/21/2020		Buy			369,464		7.65		7.65		7.65
Eagle Canada Common Holdings LP		4/21/2020		Buy			230,536		7.65		7.65		7.65
BIF IV Eagle NR Carry LP		4/22/2020		Buy			30,789		7.55		7.55		7.55
Eagle Canada Common Holdings LP		4/22/2020		Buy			19,211		7.55		7.55		7.55

* Represents Common Shares received through grants awarded as director compensation to the Reporting Persons’ director nominees currently serving on the Issuer’s board of directors in accordance with the terms of the Investment Agreement.