**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**Amendment No. 1 to Form 40-F**

** **

**on**

 

**FORM 40-F/A**

 

 [Check one]

| **o**      | REGISTRATION STATEMENT   PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934              |
|------------|----------------------------------------------------------------------------------------------------------|
| ** ** |                                                                                                     |
| OR         |
|       |
| **x**      | ANNUAL REPORT PURSUANT TO   SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

 

For the fiscal year ended     December 31, 2011                 Commission file number    001-15214

 

 

**TRANSALTA CORPORATION**

(Exact name of Registrant as specified in its charter)

 

 

**Not applicable**

(Translation of Registrant’s name into English (if applicable))

 

**Canada**

(Province or other jurisdiction of incorporation or organization)

 

**4911**

(Primary Standard Industrial Classification Code Number (if applicable))

 

 

**Not Applicable**

(I.R.S Employer Identification Number (if applicable))

 

 

**110-12****th**** Avenue S.W., Box 1900, Station “M”,**

**Calgary, Alberta, Canada, T2P 2M1,**

**(403) 267-7110**

(Address and telephone number of Registrant’s principal executive offices)

 

 

**CT Corporation System, 111 8****th**** Avenue, 13****th**** Floor,**

**New York, New York, 10011, (212) 894-8400**

(Name, address (including zip code) and telephone number (including area code)

of agent for service in the United States)

 

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Securities registered or to be registered pursuant to Section 12(b) of the Act:

 
| Title of each class           | Name of each exchange   |
|-------------------------------|-------------------------|
|                          | on which registered     |
|                          |                    |   |   |
|                          |                    |
| Common Shares, no par   value | New York Stock Exchange |
|                          |                    |
| Common Share Purchase Rights  | New York Stock Exchange |
|                               |                         |  |  |

 

 

Securities registered or to be registered pursuant to Section 12(g) of the Act:

 

**None**

(Title of Class)

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

 

**None**

(Title of Class)

 

For annual reports, indicate by check mark the information filed with this form:

 

**x**Annual information form                                                  **x****     **Audited annual financial statements

 

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

 

At December 31, 2011, 223,631,000 common shares were issued and outstanding.

 

Indicate by check mark whether the Registrant by filing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the “Exchange Act”). If “Yes” is marked, indicate the file number assigned to the Registrant in connection with such Rule.

 

Yes ** ****o****   **82-______No  **x**

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

 

Yes  **x**No  **o**

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).

 

Yes  **x**No  **o**

 

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** **

**EXPLANATORY NOTE**

 

This Form 40-F/A is being filed solely to make the following amendments to the Registrant’s Form 40-F filed on March 2, 2012 (the “Form 40-F”):

 

1.             To amend Exhibit 13.3 of the Form 40-F by filing herewith as Exhibit 99.1 a corrected “Independent Auditors Report of Registered Public Accounting Firm,” which shall replace, in its entirety, page 70 of Exhibit 13.3 of the Form 40-F,  which inadvertently omitted to state that in the opinion of the Registrant’s Registered Public Accounting Firm, the consolidated financial statements present fairly in all material respects, the financial position of TransAlta Corporation at December 31, 2011 and 2010, and January 1, 2010, and its financial performance and its cash flows for the years ended December 31, 2011 and 2010, in accordance with International Financial Reporting Standards “*as issued by the International Accounting Standards Board*”.

 

2.             To update, as of the date of this Form 40-F/A that the members of the Registrant’s Audit and Risk Committee, or ARC, are:

 

William D. Anderson (Chair) Michael M. Kanovsky Gordon S. Lackenbauer Karen E. Maidment

 

3.             To file the exhibits identified below under the heading “Documents Filed As Part Of This Report and Exhibits.”

 

 

**INCORPORATION BY REFERENCE**

 

The documents forming part of this Form 40-F/A, are incorporated by reference into the following registration statements under the Securities Act of 1933, as amended.

** **

** **
| Form | Registration No. |
|------|------------------|
| S-8  | 333-72454        |
| S-8  | 333-101470       |
| F-10 | 333-162418       |
| F-10 | 333-170465       |

** **

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**DOCUMENTS FILED AS PART OF THIS REPORT AND EXHIBITS**

 

The following items are filed herewith and specifically incorporated by reference in, and form an integral part of, this filing on Form 40-F/A:

 
| 23.1 | Consent of   Ernst & Young LLP Chartered Accountants.                                                             |
|------|----------------------------------------------------------------------------------------------------------------------------|
| 31.1 | Certification of   President and Chief Executive Officer pursuant to Section 302 of the   Sarbanes-Oxley Act of 2002. |
| 31.2 | Certification of   Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley   Act of 2002.               |
| 99.1 | Independent   Auditors’ Report of Registered Public Accounting Firm dated as of   March 1, 2012.            |

 

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** **

**SIGNATURES**

 

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Form 40 F/A to be signed on its behalf by the undersigned, thereto duly authorized, in the City of Calgary, Province of Alberta, Canada.

 

 
|                             | **  TRANSALTA   CORPORATION** |
|----------------------------------|-----------------------------------------|
|                             |                                    |
|                             |                                    |
|                             |                                    |
|                             |                                    |
|                             |   /s/ Brett   Gellner

  |
|                             |   Brett   Gellner             |
|                             |   Chief   Financial Officer   |
|                             |                                    |
|                             |                                    |
| Dated: September 24,   2012 |                                    |

 

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**EXHIBIT INDEX**

** **
| 23.1 | Consent of   Ernst & Young LLP Chartered Accountants.                                                             |
|------|----------------------------------------------------------------------------------------------------------------------------|
| 31.1 | Certification of   President and Chief Executive Officer pursuant to Section 302 of the   Sarbanes-Oxley Act of 2002. |
| 31.2 | Certification of Chief   Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of   2002.               |
| 99.1 | Independent Auditors’   Report of Registered Public Accounting Firm dated as of March 1, 2012.                   |

 

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