SC 13G 1 catalytica13g.txt 02/13/02 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-2(b) (Amendment No. 1)* Catalytica Energy Systems, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 148884109 (CUSIP Number) January 14, 2002 (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). 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Sage Opportunity Fund, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 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 93,800 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 93,800 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 93,800 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.5% 12. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Sage Master Investments Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 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 685,100 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 685,100 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 685,100 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.9% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Sage Asset Management, L.L.C. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 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 778,900 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 778,900 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 778,900 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.5% 12. TYPE OF REPORTING PERSON* OO *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Barry Haimes 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 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 778,900 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 778,900 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 778,900 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.5% 12. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Katherine Hensel 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] 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 778,900 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 778,900 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 778,900 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.5% 12. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! This statement is filed pursuant to Rule 13d-2(b) promulgated under the Securities Exchange Act of 1934, as amended, with respect to the shares of common stock (the "Common Stock") of Catalytica Energy Systems, Inc. (the "Issuer") beneficially owned by Sage Opportunity Fund, L.P., Sage Master Investments Ltd., Sage Asset Management, L.L.C., Barry Haimes and Katherine Hensel (collectively, the "Reporting Persons") as of February 12, 2002 and amends and supplements the Schedule 13G dated November 16, 2001 (the "Schedule 13G") previously filed by the Reporting Persons in connection with their beneficial ownership of shares of Common Stock. Except as set forth herein, the Schedule 13G is unmodified. 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: Sage Opportunity Fund, L.P., a Delaware limited partnership ("Sage"), beneficially owns 93,800 shares of Common Stock. Sage Master Investments Ltd., a Cayman Islands exempted company ("Sage Master") beneficially owns 685,100 shares of Common Stock. Sage Asset Management, L.L.C., a Delaware limited liability company ("SAM"), solely in its capacity as investment manager of Sage Master and as a general partner of Sage, beneficially owns 778,900 shares of Common Stock. Barry Haimes and Katherine Hensel, solely in their capacity as co-portfolio managers of SAM, each beneficially owns 778,900 shares of Common Stock. (b) Percent of class: The Reporting Persons aggregate beneficial ownership of 778,900 shares of Common Stock constitutes 4.5% of all of the outstanding shares of Common Stock. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote Not applicable. (ii) Shared power to vote or to direct the vote Sage has shared power with SAM, Mr. Haimes and Ms. Hensel to vote or direct the vote of 93,800 shares of Common Stock. Sage Master has shared power with SAM, Mr. Haimes and Ms. Hensel to vote or direct the vote of 685,100 shares of Common Stock. SAM, Mr. Haimes and Ms. Hensel have shared power to vote or direct the vote of 778,900 shares of Common Stock. (iii) Sole power to dispose or to direct the disposition of Not applicable. (iv) Shared power to dispose or to direct the disposition of Sage has shared power with SAM, Mr. Haimes and Ms. Hensel to dispose or direct the disposition of 93,800 shares of Common Stock. Sage Master has shared power with SAM, Mr. Haimes and Ms. Hensel to dispose or direct the disposition of 685,100 shares of Common Stock. SAM, Mr. Haimes and Ms. Hensel have shared power to dispose or direct the disposition of 778,900 shares of Common Stock. 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 owners of more than five percent of the class of securities, check the following [x]. Item 10. Certifications. 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 my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 13, 2002 SAGE OPPORTUNITY FUND, L.P. By: Sage Asset Management, L.L.C., as general partner By: /s/ Barry Haimes Barry Haimes Managing Member SAGE MASTER INVESTMENTS LTD. By: /s/ Barry Haimes Barry Haimes Director SAGE ASSET MANAGEMENT, L.L.C. By: /s/ Barry Haimes Barry Haimes Managing Member /s/ Barry Haimes Barry Haimes /s/ Katherine Hensel Katherine Hensel