Amended Statement of Ownership (sc 13g/a)
February 14 2023 - 4:49PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934*
(Amendment No. 6)
Transalta Corp
Common Stock
(Title of Class of Securities) |
89346D107
December 31, 2022
(Date of Event Which Requires Filing
of this Statement) |
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
x Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in 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).
1. |
|
Names
of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
RBC Global Asset Management Inc. (“RBC GAM”) |
2. |
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) ¨ |
3. |
|
SEC
Use Only
|
4. |
|
Citizenship
or Place of Organization
Canada |
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With: |
|
5. |
|
Sole
Voting Power
0 |
|
6. |
|
Shared
Voting Power
32,355,286 |
|
7. |
|
Sole
Dispositive Power
0 |
|
8. |
|
Shared
Dispositive Power
32,355,286 |
9. |
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
32,355,286 |
10. |
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
11. |
|
Percent
of Class Represented by Amount in Row (9)
12.03% |
12. |
|
Type
of Reporting Person (See Instructions)
FI |
|
|
|
|
|
|
|
1. |
|
Names
of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
RBC Phillips, Hager & North Investment Counsel Inc. |
2. |
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) ¨ |
3. |
|
SEC
Use Only
|
4. |
|
Citizenship
or Place of Organization
Canada |
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With: |
|
5. |
|
Sole
Voting Power
0 |
|
6. |
|
Shared
Voting Power
32,355,286 |
|
7. |
|
Sole
Dispositive Power
0 |
|
8. |
|
Shared
Dispositive Power
32,355,286 |
9. |
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
32,355,286 |
10. |
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
11. |
|
Percent
of Class Represented by Amount in Row (9)
12.03% |
12. |
|
Type
of Reporting Person (See Instructions)
FI |
|
|
|
|
|
|
|
1. |
|
Names
of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
RBC Private Counsel (USA) Inc. (“RBC PC”) |
2. |
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) ¨ |
3. |
|
SEC
Use Only
|
4. |
|
Citizenship
or Place of Organization
Canada |
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With: |
|
5. |
|
Sole
Voting Power
0 |
|
6. |
|
Shared
Voting Power
32,355,286 |
|
7. |
|
Sole
Dispositive Power
0 |
|
8. |
|
Shared
Dispositive Power
32,355,286 |
9. |
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
32,355,286 |
10. |
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
11. |
|
Percent
of Class Represented by Amount in Row (9)
12.03% |
12. |
|
Type
of Reporting Person (See Instructions)
IA |
|
|
|
|
|
|
|
1. |
|
Names
of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Royal Trust Corporation of Canada |
2. |
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) ¨ |
3. |
|
SEC
Use Only
|
4. |
|
Citizenship
or Place of Organization
Canada |
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With: |
|
5. |
|
Sole
Voting Power
0 |
|
6. |
|
Shared
Voting Power
32,355,286 |
|
7. |
|
Sole
Dispositive Power
0 |
|
8. |
|
Shared
Dispositive Power
32,355,286 |
9. |
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
32,355,286 |
10. |
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
11. |
|
Percent
of Class Represented by Amount in Row (9)
12.03% |
12. |
|
Type
of Reporting Person (See Instructions)
FI |
|
|
|
|
|
|
|
1. |
|
Names
of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
The Royal Trust Company
|
2. |
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) ¨ |
3. |
|
SEC
Use Only
|
4. |
|
Citizenship
or Place of Organization
Canada |
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With: |
|
5. |
|
Sole
Voting Power
0 |
|
6. |
|
Shared
Voting Power
32,355,286 |
|
7. |
|
Sole
Dispositive Power
0 |
|
8. |
|
Shared
Dispositive Power
32,355,286 |
9. |
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
32,355,286 |
10. |
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
11. |
|
Percent
of Class Represented by Amount in Row (9)
12.03% |
12. |
|
Type
of Reporting Person (See Instructions)
FI |
|
|
|
|
|
|
|
Item 1.
| (a) | Name of Issuer
Transalta Corp |
| (b) | Address of Issuer’s Principal Executive Offices
110 – 12th Ave S.W.
Box 1900, Station “M”
Calgary, Alberta, Canada T2P 2M1
|
Item 2.
| 1. | RBC Global Asset Management Inc. |
| 2. | RBC Phillips, Hager & North Investment Counsel Inc. |
| 3. | RBC Private Counsel (USA) Inc. |
| 4. | Royal
Trust Corporation of Canada |
| 5. | The Royal Trust Company |
| (b) | Address of Principal Business Office or, if none, Residence |
| 1. | RBC Centre
155 Wellington Street West,
Suite 2300 Toronto, Ontario, Canada M5V 3K7 |
| 2. | RBC Centre
155 Wellington Street West,
17th Floor Toronto, Canada M5V 3K7 |
| 3. | 155 Wellington Street
West, 17th Floor Toronto, Canada M5V 3K7 |
| 4. | 200 Bay Street, Royal Bank Plaza
9th Floor, South Tower
Toronto, Canada M5J 2J5 |
| 5. |
1 Place Ville Marrie
6th Floor
Montreal, PQ H3C 3A9
|
| (d) | Title of Class of
Securities
Common Stock |
| (e) | CUSIP Number
89346D107 |
| Item 3. | If this statement is filed
pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing
is a: |
|
(a) |
☐ |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
|
(b) |
☐ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
|
(c) |
☐ |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
|
(d) |
☐ |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
|
(e) |
x |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
|
(f) |
☐ |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
|
(g) |
☐ |
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
|
(h) |
☐ |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
(i) |
☐ |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3); |
|
(j) |
x |
A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); |
|
(k) |
☐ |
Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
Provide the following information
regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
(a) |
Amount beneficially owned: 32,355,286 |
|
|
|
|
(b) |
Percent of class: 12.03%. |
|
|
|
|
(c) |
Number of shares as to which the person has: |
|
|
|
|
|
|
(i) |
Sole power to vote or to direct the vote
0 |
|
|
(ii) |
Shared power to vote or to direct the vote
32,355,286 |
|
|
(iii) |
Sole power to dispose or to direct the disposition of
0 |
|
|
(iv) |
Shared power to dispose or
to direct the disposition of
32,355,286 |
|
|
|
|
|
Instruction: For computations
regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to
report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the
class of securities, check the following: ☐.
| Item 6. | Ownership of More than Five Percent on Behalf of Another
Person |
Accounts managed on a discretionary basis by RBC GAM are
known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from, the sale of such securities.
| Item 7. | Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent Holding Company |
Not applicable.
| Item 8. | Identification and Classification of Members of the
Group |
Not applicable.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
By signing below we certify that,
to the best of our knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business
and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or
effect.
By signing below, I also certify that,
to the best of my knowledge and belief, the foreign regulatory scheme applicable to the investment adviser is substantially comparable
to the regulatory scheme applicable to the functionally equivalent U.S. institution. I also undertake to furnish to the Commission
staff, upon request, information that would be disclosed in a Schedule 13D.
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated:
February 14, 2023
|
RBC GLOBAL ASSET MANAGEMENT INC. |
|
|
|
/s/ Michael Taylor |
|
|
|
Signature |
|
|
|
|
|
|
|
Michael Taylor/Vice President |
|
|
|
Name/Title |
|
RBC PHILLIPS, HAGER & NORTH INVESTMENT COUNSEL INC. |
|
|
|
/s/ Vijay Parmar |
|
|
|
Signature |
|
|
|
|
|
|
|
Vijay Parmar / President |
|
|
|
Name/Title |
|
RBC PRIVATE COUNSEL (USA) INC. |
|
|
|
/s/ Vijay Parmar |
|
|
|
Signature |
|
|
|
|
|
|
|
Vijay Parmar / Director & Co-President |
|
|
|
Name/Title |
|
ROYAL
TRUST CORPORATION OF CANADA
|
|
|
|
/s/
Leanne Kaufman
|
|
|
|
Signature |
|
|
|
|
|
|
|
Leanne Kaufman / President and Chief Executive Officer |
|
|
|
Name/Title |
Index to Exhibits
Exhibit |
Exhibit |
|
|
A |
Joint Filing Agreement |
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the
Securities Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of this Schedule
13G/A with respect to the Securities of the Issuer and further agree that this joint filing agreement be included as an exhibit to this
Schedule 13G/A. In evidence thereof, the undersigned hereby execute this Agreement as of February 14, 2023.
|
RBC GLOBAL ASSET MANAGEMENT INC. |
|
|
|
/s/ Michael Taylor |
|
|
|
Signature |
|
|
|
|
|
|
|
Michael Taylor/Vice President |
|
|
|
Name/Title |
|
RBC PHILLIPS, HAGER & NORTH INVESTMENT COUNSEL INC. |
|
|
|
/s/ Vijay Parmar |
|
|
|
Signature |
|
|
|
|
|
|
|
Vijay Parmar / President |
|
|
|
Name/Title |
|
RBC PRIVATE COUNSEL (USA) INC. |
|
|
|
/s/ Vijay Parmar |
|
|
|
Signature |
|
|
|
|
|
|
|
Vijay Parmar / Director & Co-President |
|
|
|
Name/Title |
|
ROYAL
TRUST CORPORATION OF CANADA
|
|
|
|
/s/
Leanne Kaufman
|
|
|
|
Signature |
|
|
|
|
|
|
|
Leanne Kaufman / President and Chief Executive Officer |
|
|
|
Name/Title |
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