SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
AVENTINE RENEWABLE ENERGY HOLDINGS INC

(Last) (First) (Middle)
C/O METALMARK CAPITAL LLC
1177 AVENUE OF THE AMERICAS, 40TH FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/28/2006
3. Issuer Name and Ticker or Trading Symbol
AVENTINE RENEWABLE ENERGY HOLDINGS INC [ AVR ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.001 per share 13,914,982 D(1)(2)(3)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
AVENTINE RENEWABLE ENERGY HOLDINGS INC

(Last) (First) (Middle)
C/O METALMARK CAPITAL LLC
1177 AVENUE OF THE AMERICAS, 40TH FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Metalmark Capital LLC

(Last) (First) (Middle)
C/O METALMARK CAPITAL LLC
1177 AVENUE OF THE AMERICAS, 40TH FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MSDW Capital Partners IV, L P

(Last) (First) (Middle)
C/O METALMARK CAPITAL LLC
1177 AVENUE OF THE AMERICAS, 40TH FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MSDW IV 892 INVESTORS L P

(Last) (First) (Middle)
C/O METALMARK CAPITAL LLC
1177 AVENUE OF THE AMERICAS, 40TH FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MORGAN STANLEY DEAN WITTER CAPITAL INVESTORS IV L P

(Last) (First) (Middle)
C/O METALMARK CAPITAL LLC
1177 AVENUE OF THE AMERICAS, 40TH FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MSDW CAPITAL PARTNERS IV LLC

(Last) (First) (Middle)
C/O METALMARK CAPITAL LLC
1177 AVENUE OF THE AMERICAS, 40TH FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MSDW CAPITAL PARTNERS IV INC

(Last) (First) (Middle)
C/O METALMARK CAPITAL LLC
1177 AVENUE OF THE AMERICAS, 40TH FLOOR

(Street)
NEW YORK NY 10036

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Morgan Stanley Dean Witter Capital Partners IV, L.P. ("MSDW IV") may be deemed to indirectly beneficially own 11,568,376 shares of the reported securities and MSDW IV 892 Investors, L.P. ("MSDW 892"), may be deemed to indirectly beneficially own 986,978 shares of the reported securities, in each case by virtue of their direct ownership interest in the Reporting Person. Metalmark Capital LLC ("Metalmark") may be deemed to have beneficial ownership of the 12,555,354 shares of the reported securities indirectly beneficially owned by MSDW IV and MSDW 892. (continued on footnote 2)
2. (Continued from Footnote 1) Morgan Stanley Dean Witter Capital Investors IV, L.P. ("MSDW Capital Investors") may be deemed to indirectly beneficially own 316,519 shares of the reported securities through its direct ownership interest in the Reporting Person. MSDW Capital Partners IV, LLC ("MSDW Capital Partners") is the general partner of MSDW IV, MSDW 892 and MSDW Capital Investors. MSDW Capital Partners IV, Inc. ("MSDW Inc.") is the institutional managing member of MSDW Capital Partners. By virtue of these relationships, each of MSDW Capital Investors and MSDW Capital Partners may be deemed to have beneficial ownership of the 316,519 shares of the reported securities indirectly beneficially owned by MSDW Capital Investors.
3. MSDW IV, MSDW 892, MSDW Capital Investors, MSDW Capital Partners, MSDW Inc. and Metalmark each disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interests therein.
Remarks:
Please see attached Exhibit 99.1 - Joint Filer Information.
**/s/ Leigh J. Abramson, as authorized signatory of Aventine Renewable Energy Holdings LLC 06/28/2006
**/s/ Kenneth F. Clifford, as authorized signatory of Metalmark 06/28/2006
**/s/ Kenneth F. Clifford, Chief Financial Officer of Metalmark, as attorney-in-fact for MSDW Capital Partners and MSDW Inc. and for the institutional managing member of the general partner of each of MSDW IV, MSDW 892, and MSDW Capital Investors 06/28/2006
** 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 5 (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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