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*
AVENTINE RENEWABLE ENERGY HOLDINGS LLC

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

(Street)
NY NY 10036

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AVENTINE RENEWABLE ENERGY HOLDINGS INC [ AVR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/05/2006
4. 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 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)
Code V Amount (A) or (D) Price
Common Stock 07/05/2006 S 2,081,487 D $40.85 11,833,495 D(1)(2)(3)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
AVENTINE RENEWABLE ENERGY HOLDINGS LLC

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

(Street)
NY 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)
NY 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)
NY 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)
NY 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)
NY 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)
NY 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)
NY 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 9,837,834 shares of the reported securities and MSDW IV 892 Investors, L.P. ("MSDW 892"), may be deemed to indirectly beneficially own 839,333 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 10,677,167 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 269,170 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 269,170 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.
/s/ Kenneth F. Clifford, as authorized signatory of Aventine Renewable Energy Holdings LLC 07/05/2006
/s/ Kenneth F. Clifford, as authorized signatory of Metalmark 07/05/2006
/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 07/05/2006
** 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 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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