X0202 4 2007-01-25 0 0001053361 CATALYTICA ENERGY SYSTEMS INC CESI 0001208810 HOFFEN HOWARD I 1177 AVENUE OF THE AMERICAS, 40TH FL. NEW YORK NY 10036 1 0 0 0 Common Stock 2007-01-25 4 A 0 15151 0 A 15151 D Common Stock 3302495 I By Metalmark Capital LLC Represents restricted stock units. Each unit shall be the equivalent of one share of Common Stock. The units vest in 12 equal installments, with 1/12 vested on the date of grant and 1/12 per month thereafter. These securities are beneficially owned by Metalmark Capital LLC, an independent private equity firm managed by the Reporting Person and others. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. Kevin Lane, Attorney-in-Fact 2007-01-29