0001013594-19-000350.txt : 20190419 0001013594-19-000350.hdr.sgml : 20190419 20190419165301 ACCESSION NUMBER: 0001013594-19-000350 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20190419 DATE AS OF CHANGE: 20190419 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRANSALTA CORP CENTRAL INDEX KEY: 0001144800 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79749 FILM NUMBER: 19758208 BUSINESS ADDRESS: STREET 1: 110 12TH AVE SW BOX 1900 STATION M STREET 2: CALGARY ALBERTA T2P 2MI CITY: CALGARY STATE: A0 ZIP: T2P2M1 BUSINESS PHONE: 403-267-4724 MAIL ADDRESS: STREET 1: 110-12TH AVENUE SW CITY: CALGARY ALBERTA CANADA STATE: A0 ZIP: T2P2M1 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Mangrove Partners Master Fund, Ltd. CENTRAL INDEX KEY: 0001569227 IRS NUMBER: 981083428 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: MAPLES CORP. SVCS, PO BOX 309 STREET 2: UGLAND HOUSE, S. CHURCH STREET CITY: GEORGE TOWN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 2128979537 MAIL ADDRESS: STREET 1: 645 MADISON AVE, 14 FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 transalta13da-041819.htm APRIL 18, 2019
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. 4)*
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 19, 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. 4 to the Schedule 13D filed by the undersigned (this “Amendment No. 4”). This Amendment No. 4 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 19, 2019, in accordance with Section 7 of the Cooperation Agreement (previously filed as Exhibit A to the Schedule 13D), Mangrove Partners, Bluescape Energy Partners and Cove Key Bluescape Holdings, on behalf of the group, mutually agreed to terminate the Cooperation Agreement (the “Termination Agreement”) and dissolve the group that was previously formed under the Exchange Act. Effective as of execution of the Termination Agreement, the Mangrove Reporting Persons, the Cove Key Reporting Persons and the Bluescape Reporting Persons shall no longer be deemed to be a “group” for purposes of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b) promulgated thereunder. Also effective as of execution of the Termination Agreement, the Cove Key Reporting Persons and the Bluescape Reporting Persons collectively beneficially own less than 5% of the outstanding Common Stock of the Issuer. Consequently, this Amendment No. 4 to the Schedule 13D constitutes the final amendment to the Schedule 13D with respect to the Cove Key Reporting Persons and the Bluescape Reporting Persons and an exit filing for the Cove Key Reporting Persons and the Bluescape Reporting Persons, respectively. The Termination Agreement is attached as Exhibit G hereto and is incorporated by reference herein.
Item 5.
Item 5(e) is hereby amended and restated in its entirety as follows:
(e) Not applicable with respect to the Mangrove Reporting Persons.
The Cove Key Reporting Persons and the Bluescape Reporting Persons collectively beneficially own less than 5% of the outstanding Common Stock of the Issuer and on April 19, 2019 ceased to be part of “group” with the Mangrove Reporting Persons for purposes of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b) promulgated thereunder.
Item 7. Material to be Filed as Exhibits.
Exhibit G Termination Agreement, dated April 19, 2019 by and among Mangrove Partners, Bluescape Energy Partners LLC and Cove Key Bluescape Holdings LP.




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 19, 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.
   

EX-99.1 2 transaltaex991-041819.htm TERMINATION
EXHIBIT G
TERMINATION
This termination (this “Termination”), dated as of April 19, 2019, is entered into by and among Mangrove Partners, a Cayman Islands limited liability exempt company, (“Mangrove”), Bluescape Energy Partners LLC, a Delaware limited liability company (“Bluescape”), and Cove Key Bluescape Holdings LP, a Delaware limited partnership (“Cove Key” and, together with Bluescape, collectively, the “Bluescape/Cove Key Group”).  Each of Mangrove, Bluescape and Cove Key is referred to herein as a “Party” and, collectively, as the “Parties”.
Reference is hereby made to that certain Cooperation Agreement (the “Cooperation Agreement”), dated as of March 6, 2019, by and among the Parties.
Pursuant to Section 7(c) of the Cooperation Agreement, the Parties hereby mutually agree to terminate the Cooperation Agreement effective immediately.  In accordance with Section 7 of the Cooperation Agreement, Sections 4, 6 and 10 and any other provision of the Cooperation Agreement that by its terms shall survive the termination of the Cooperation Agreement, shall each survive this Termination and remain in full force and effect.  
Each of Mangrove, Bluescape and Cove Key hereby agree and acknowledge that as of the execution hereof (i) the Bluescape/Cove Key Group shall have no responsibility or liability for any fees incurred on or after the date hereof under or relating to the Cooperation Agreement and the activities contemplated thereby, (ii) they have no agreement, arrangement or understanding whatsoever among themselves with respect to the acquisition, holding, voting or disposition of securities of TransAlta Corporation and (iii) each may vote or dispose of any securities of TransAlta Corporation that they may beneficially own in their sole discretion, subject to any contractual obligations each may have to other third parties.
All capitalized terms otherwise not defined herein shall have the respective meanings as set forth in the Cooperation Agreement.

[Signature page following]

IN WITNESS WHEREOF, the parties have caused this Termination to be executed as of the day and year first above written.

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


 
BLUESCAPE ENERGY PARTNERS LLC
   
   
 
By:
 /s/ Jonathan Siegler
 
Name:
Jonathan Siegler
 
Title:
Managing Director


 
COVE KEY BLUESCAPE HOLDINGS LP
   
   
 
By:
 /s/ Jeff Coviello
 
Name:
Jeff Coviello
 
Title:
Managing Member