SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ZACK ROBERT W

(Last)

(First)

(Middle)

301 WEST WARNER ROAD

SUITE 132

(Street)

TEMPE

85284

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CATALYTICA ENERGY SYSTEMS INC [ CESI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, CEO and CFO

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/01/2007		D		22,903	D	⁽¹⁾	0	D
Common Stock⁽²⁾	10/01/2007		D		44,719	D	⁽³⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Incentive Stock Option	$3.55	10/01/2007		D			10,000	10/01/2007	04/01/2012	Common Stock	10,000	⁽⁴⁾	0	D
Incentive Stock Option	$2.76	10/01/2007		D			85,000	10/01/2007	02/10/2013	Common Stock	85,000	⁽⁵⁾	0	D
Incentive Stock Option	$4.031	10/01/2007		D			37,830	10/01/2007	01/26/2014	Common Stock	37,830	⁽⁶⁾	0	D
Nonqualified Stock Option	$4.031	10/01/2007		D			32,170	10/01/2007	01/26/2014	Common Stock	32,170	⁽⁷⁾	0	D
Incentive Stock Option	$2.41	10/01/2007		D			12,714	10/01/2007	01/31/2015	Common Stock	12,714	⁽⁸⁾	0	D
Nonqualified Stock Option	$2.41	10/01/2007		D			12,886	10/01/2007	01/31/2015	Common Stock	12,886	⁽⁹⁾	0	D
Nonqualified Stock Option	$1.15	10/01/2007		D			190,000	10/01/2007	03/22/2016	Common Stock	190,000	⁽¹⁰⁾	0	D
Incentive Stock Option	$3.449	10/01/2007		D			10,000	10/01/2007	08/29/2013	Common Stock	10,000	⁽¹¹⁾	0	D
Nonqualified Stock Option	$1.35	10/01/2007		D			50,000	10/01/2007	11/06/2016	Common Stock	50,000	⁽¹²⁾	0	D
Nonqualified Stock Option	$1.92	10/01/2007		D			82,800	10/01/2007	01/11/2017	Common Stock	82,800	⁽¹³⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to the merger (the "Merger") of Snowflake Acquisition Corporation, a wholly-owned subsidiary of Renegy Holdings, Inc. ("Renegy"), with and into Catalytica Energy Systems, Inc. ("Catalytica") in exchange for 3,272 shares of Renegy common stock having a market value of $8.15 per share on the effective date of the Merger.

2. Represents restricted stock units. The vesting of all restricted stock units was accelerated effective October 1, 2007, and consequently became shares of common stock.

3. Disposed of pursuant to the Merger in exchange for 6,388 shares of Renegy common stock having a market value of $8.15 per share on the effective date of the Merger.

4. The vesting of this option was accelerated in connection with the Merger, and was assumed by Renegy and replaced with an option to purchase 1,428 shares of Renegy common stock at $24.85 per share.

5. The vesting of this option was accelerated in connection with the Merger, and was assumed by Renegy and replaced with an option to purchase 12,142 shares of Renegy common stock at $19.32 per share.

6. The vesting of this option was accelerated in connection with the Merger, and was assumed by Renegy and replaced with an option to purchase 5,404 shares of Renegy common stock at $28.217 per share.

7. The vesting of this option was accelerated in connection with the Merger, and was assumed by Renegy and replaced with an option to purchase 4,595 shares of Renegy common stock at $28.217 per share.

8. The vesting of this option was accelerated in connection with the Merger, and was assumed by Renegy and replaced with an option to purchase 1,816 shares of Renegy common stock at $16.87 per share.

9. The vesting of this option was accelerated in connection with the Merger, and was assumed by Renegy and replaced with an option to purchase 1,840 shares of Renegy common stock at $16.87 per share.

10. The vesting of this option was accelerated in connection with the Merger, and was assumed by Renegy and replaced with an option to purchase 27,142 shares of Renegy common stock at $8.05 per share.

11. The vesting of this option was accelerated in connection with the Merger, and was assumed by Renegy and replaced with an option to purchase 1,428 shares of Renegy common stock at $24.143 per share.

12. The vesting of this option was accelerated in connection with the Merger, and was assumed by Renegy and replaced with an option to purchase 7,142 shares of Renegy common stock at $9.45 per share.

13. The vesting of this option was accelerated in connection with the Merger, and was assumed by Renegy and replaced with an option to purchase 11,828 shares of Renegy common stock at $13.44 per share.

	/s/ Kevin Lane, Attorney-in-Fact	10/01/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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