-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WIwRDO12kEWop3jWxiqu4u1ZL1NmISsPk4gxU64FtChrzUv8Ct/+ZQT8VoUpP7Jr jgUYBxTOpJrQXWzTcfv8FQ== 0001013594-05-000527.txt : 20051216 0001013594-05-000527.hdr.sgml : 20051216 20051216164829 ACCESSION NUMBER: 0001013594-05-000527 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051216 DATE AS OF CHANGE: 20051216 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TREMISIS ENERGY ACQUISITION CORP CENTRAL INDEX KEY: 0001282648 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 200700684 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79873 FILM NUMBER: 051270246 BUSINESS ADDRESS: STREET 1: 1775 BROADWAY STREET 2: STE 604 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-397-1464 MAIL ADDRESS: STREET 1: 1775 BROADWAY STREET 2: STE 604 CITY: NEW YORK STATE: NY ZIP: 10019 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMARANTH LLC CENTRAL INDEX KEY: 0001167129 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE AMERICAN LANE CITY: GREENWICH STATE: CT ZIP: 06831 BUSINESS PHONE: 2036258300 MAIL ADDRESS: STREET 1: ONE AMERICAN LANE CITY: GREENWICH STATE: CT ZIP: 06831 SC 13G 1 tremisis13g-121605.txt DECEMBER 16, 2005 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d (Amendment No.)* Tremisis Energy Acquisition Corporation - --------------------------------------- (Name of Issuer) Common Stock - --------------------------------------- (Title of Class of Securities) 894727106 - --------------------------------------- (CUSIP Number) December 6, 2005 - --------------------------------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [x] 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 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 ("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). (Continued on the Following Pages) 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Amaranth LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 701,675 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 701,675 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See 6 and 8 above. 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.1% 12. TYPE OF REPORTING PERSON* CO 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Amaranth Advisors L.L.C. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 701,675 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 701,675 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See 6 and 8 above. 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.1% 12. TYPE OF REPORTING PERSON* IA 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Nicholas M. Maounis 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [x] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 701,675 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 701,675 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See 6 and 8 above. 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.1% 12. TYPE OF REPORTING PERSON* IN, HC ITEM 1(a). Name of Issuer: Tremisis Energy Acquisition Corporation Item 1(b). Address of Issuer's Principal Executive Offices: 1775 Broadway Suite 604 New York, NY 10019 Item 2(a). Name of Persons Filing: Item 2(b). Address of Principal Business Office or, if None, Residence: Item 2(c). Citizenship: Amaranth LLC c/o Amaranth Advisors L.L.C. One American Lane Greenwich, Connecticut 06831 Cayman Islands company Amaranth Advisors L.L.C. One American Lane Greenwich, Connecticut 06831 Delaware limited liability company Nicholas M. Maounis c/o Amaranth Advisors L.L.C. One American Lane Greenwich, Connecticut 06831 U.S. Citizen Amaranth Advisors L.L.C. is the trading advisor for Amaranth LLC ("Amaranth") and has been granted investment discretion over portfolio investments, including the Common Stock (as defined below), held by it. Maounis is the managing member of Amaranth Advisors L.L.C. and may, by virtue of his position as managing member, be deemed to have the power to direct the vote and disposition of the Common Stock held for Amaranth. Item 2(d). Title of Class of Securities Common Stock, $0.0001 Par Value ("Common Stock") Item 2(e). CUSIP Number: 894727106 Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act. (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act. (c) [ ] Insurance company defined in Section 3(a)(19) of the Exchange Act. (d) [ ] Investment company registered under Section 8 of the Investment Company Act. (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box [x] Item 4. Ownership. 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: 701,675 (b) Percent of class: 9.1% (c) Number of shares as to which such person has: (i) Sole power to vote or direct the vote 0 (ii) Shared power to vote or to direct the vote See Item 4(a). (iii) Sole power to dispose or to direct the disposition of 0 (iv) Shared power to dispose or to direct the disposition of See Item 4(a). 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 Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Shareholders of Amaranth indirectly participate in the receipt of dividends from, and proceeds from the sale of, the Common Stock held for the account of Amaranth. 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. See Item 2 in lieu of an Exhibit. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. By signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above 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. SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct. Dated: December 16, 2005 AMARANTH LLC by Amaranth Advisors L.L.C., as Trading Advisor By: /s/ Nicholas M. Maounis ---------------------------------------- Nicholas M. Maounis, Managing Member AMARANTH ADVISORS L.L.C. By: /s/ Nicholas M. Maounis ---------------------------------------- Nicholas M. Maounis, Managing Member NICHOLAS M. MAOUNIS /s/ Nicholas M. Maounis ----------------------------------------------- Nicholas M. Maounis EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. Dated: December 16, 2005 AMARANTH LLC by Amaranth Advisors L.L.C., as Trading Advisor By: /s/ Nicholas M. Maounis ---------------------------------------- Nicholas M. Maounis, Managing Member AMARANTH ADVISORS L.L.C. By: /s/ Nicholas M. Maounis ---------------------------------------- Nicholas M. Maounis, Managing Member NICHOLAS M. MAOUNIS /s/ Nicholas M. Maounis ----------------------------------------------- Nicholas M. Maounis -----END PRIVACY-ENHANCED MESSAGE-----