lum_sc13da.htm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D
(Amendment No. 5)*

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 12, 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)
 
PN

 
 
 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
 
This Amendment No. 5 (this "Amendment") amends and supplements the Schedule 13D initially filed on June 27, 2007 (the "Original Filing") and amended on October 23, 2007, December 7, 2007, December 14, 2007 and January 16, 2008 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, Amendment No. 1, Amendment No. 2, Amendment No. 3 or Amendment No. 4. 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 February 11, 2008, the Reporting Persons are deemed to beneficially own an aggregate of 16,782,400 Shares, as detailed in Item 5.  The aggregate purchase price for such Shares was $441,560,466.031 (exclusive of brokerage commissions and fees), which amount has come, (1) with respect to the LS Power 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 the Luminus Entities, from working capital.
 
Item 4. Purpose of Transaction.
 
Item 4 is hereby amended and supplemented as follows:
 
On February 12, 2008, certain of the Reporting Persons issued a press release relating to the upcoming Annual and Special Meeting of Shareholders of the Issuer.
 
A copy of the press release is included as Exhibit 7.5 hereto and is incorporated herein by reference.
 
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
  
16,782,400
  
16,782,400
  
8.3%
LSP Penn Holdings II, LLC†
  
0
  
16,782,400
  
16,782,400
  
8.3%
LS Power Partners, L.P.
  
0
  
16,782,400
  
16,782,400
  
8.3%
LS Power Partners II, L.P.
  
0
  
16,782,400
  
16,782,400
  
8.3%
Luminus Management, LLC
  
0
  
16,782,400
  
16,782,400
  
8.3%
Luminus Asset Partners, L.P.†
  
0
  
16,782,400
  
16,782,400
  
8.3%
Luminus Energy Partners Master Fund, Ltd.†
  
0
  
16,782,400
  
16,782,400
  
8.3%
LPCO Investments S.à.r.l.
 
0
  
16,782,400
  
16,782,400
  
8.3%

†  LSP Holdings currently holds 60,700 Shares and LSP Holdings II currently holds 60,700 Shares, purchased between January 16, 2008 and February 11, 2008, which are expected to be transferred to and held by LPCO.Luminus Energy Fund currently holds 533,950 shares and Luminus Asset Partners currently holds 34,950 shares, purchased between November 29, 2007 and February 11, 2008, which are expected to be transferred to and held by LPCO.
 
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 16,782,400 Shares, representing approximately 8.3% of the outstanding Shares. The percentages used herein are based on the 202,200,000
 
1 For purposes of calculating the aggregate purchase price, transactions in Shares executed in Canadian Dollars since the most recent filing on Schedule 13D on January 16, 2008 have been converted to US Dollars at a current market exchange rate of 1 CAD to 1.00428 USD.
 
 
 
 CUSIP No. 89346D107
  13D
 Page 11of 14 Pages
 
Shares reported to be issued and outstanding as of October 22, 2007 by the Issuer in its Report of Foreign Issuer on Form 6-K, filed with the Securities and Exchange Commission on October 24, 2007.
 
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 January 16, 2008 are set forth in Annex E attached hereto and incorporated herein by reference.
 
 
Item 7. Material to be Filed as Exhibits.
 
Exhibit
Number
Description
7.5
 
Press release, dated February 12, 2008
 

 
 
 
 CUSIP No. 89346D107
  13D
 Page 12 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 12, 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 13 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
  
 
 
 
 CUSIP No. 89346D107
  13D
 Page 14 of 14 Pages
 
ANNEX E to SCHEDULE 13D/A

Party Effecting Transaction
Date
Buy/Sell
Quantity
Average Price (US$)*
Currency
LSP Holdings
1/18/08
Buy
10,700
31.2331
CAD
LSP Holdings
1/22/08
Buy
25,000
30.0397
USD
LSP Holdings
1/23/08
Buy
25,000
29.5410
USD
LSP Holdings II
1/18/08
Buy
10,700
31.2331
CAD
LSP Holdings II
1/22/08
Buy
25,000
30.0397
USD
LSP Holdings II
1/23/08
Buy
25,000
29.5410
USD


 
* Transactions in Shares executed in Canadian Dollars have been converted to US Dollars using a current market exchange rate of 1 CAD to 1.00428 USD. Average price is net of brokerage fees and commissions.