EXPLANATORY NOTE
This Amendment No. 4 (this Amendment No. 4) 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 2,210,170 common shares (the Common Shares) in the capital of
TransAlta Corporation (the Issuer) on the Toronto Stock Exchange in open market purchases (the Additional Purchases) for aggregate cash consideration of C$23,990,161 (excluding brokerage commission and director
compensation shares), at prices between C$8.89 per Common Share and C$11.88 per Common Share, or received through grants of Common Shares awarded as director compensation to the Reporting Persons director nominees currently serving on the
Issuers board of directors in accordance with the terms of the Investment Agreement. This Amendment No. 4 also reflects certain inter-company transactions among the Reporting Persons.
Information reported and defined terms used in the original Schedule 13D remain in effect, unless they are amended or superseded by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. 4.
Item 2. Identity and Background
Item 2 of the original Schedule 13D is hereby amended and supplemented as follows:
Schedules I and II hereto set forth an updated list of the names of the directors and executive officers of Brookfield and Partners (to be
included as Scheduled Persons), and their respective principal occupations, addresses, and citizenships.
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 2,210,170 Common Shares in the open market for an aggregate consideration of
C$23,990,161 (excluding brokerage commission and director compensation shares) or received through grants of Common Shares awarded as director compensation to the Reporting Persons director nominees currently serving on the Issuers 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. Interests in Securities of the Issuer.
Sections (a), (b), and (c) 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 held by the Reporting Persons to which this Schedule 13D relates is 35,399,535 shares,
constituting approximately 13.1% of the Issuers currently outstanding Common Shares. The percentage of Common Shares of the Issuer in this Item 5 is based on an aggregate 269,883,097 Common Shares of the Issuer outstanding as of March 2,
2021, based on Issuers Form 40-F dated March 3, 2021.
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(i)
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Eagle Canada
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(a)
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Eagle Canada may be deemed the beneficial owner of 13,744,737 Common Shares, constituting a percentage of approximately 5.1%
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(b)
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Sole voting power to vote or direct vote: 0 Common Shares
Shared voting power to vote or direct vote: 13,744,737 Common Shares
Sole power to dispose or direct the disposition: 0 Common Shares
Shared power to dispose or direct the disposition: 13,744,737 Common Shares
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