SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Capstone Turbine Corporation
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
US 14067D1028
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(CUSIP Number)
December 31, 2006
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(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 the disclosures provided in a prior cover page.
The information required in 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).
CUSIP No. US 14067D1028
1 NAME OF REPORTING PERSON
I.R.S. Identification No. of above person (entities only).
Rho Capital Partners, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0 Shares
6 SHARED VOTING POWER
1,627,176 Shares
7 SOLE DISPOSITIVE POWER
0 Shares
8 SHARED DISPOSITIVE POWER
1,627,176 Shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,627,176 Shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.6%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO/IA
CUSIP No. US 14067D1028
1 NAME OF REPORTING PERSON
I.R.S. Identification No. of above person (entities only).
Rho Management Trust I
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0 Shares
6 SHARED VOTING POWER
1,627,176 Shares
7 SOLE DISPOSITIVE POWER
0 Shares
8 SHARED DISPOSITIVE POWER
1,627,176 Shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,627,176 Shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.6%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
CUSIP No. US 14067D1028
1 NAME OF REPORTING PERSON
I.R.S. Identification No. of above person (entities only).
Joshua Ruch
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of South Africa
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
3,325,081 Shares
6 SHARED VOTING POWER
1,627,176 Shares
7 SOLE DISPOSITIVE POWER
3,325,081 Shares
8 SHARED DISPOSITIVE POWER
1,627,176 Shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,952,257 Shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.8%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
CUSIP No. US 14067D1028
1 NAME OF REPORTING PERSON
I.R.S. Identification No. of above person (entities only).
Habib Kairouz
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0 Shares
6 SHARED VOTING POWER
1,627,176 Shares
7 SOLE DISPOSITIVE POWER
0 Shares
8 SHARED DISPOSITIVE POWER
1,627,176 Shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,627,176 Shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.6%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
CUSIP No. US 14067D1028
1 NAME OF REPORTING PERSON
I.R.S. Identification No. of above person (entities only).
Mark Leschly
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Kingdom of Denmark
NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0 Shares
6 SHARED VOTING POWER
1,627,176 Shares
7 SOLE DISPOSITIVE POWER
0 Shares
8 SHARED DISPOSITIVE POWER
1,627,176 Shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,627,176 Shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.6%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
This Amendment No. 2 to Schedule 13G for Capstone Turbine Corporation, a
California corporation (the "Company"), amends a Schedule 13G, originally
dated as of June 2, 2005, as amended as of December 31, 2005, with respect to
the Common Stock, par value $0.01 per share (the "Shares") of the Company
deemed beneficially owned by Rho Capital Partners, Inc. ("Rho"), Rho
Management Trust I, and Rho's shareholders, Joshua Ruch, Habib Kairouz and
Mark Leschly, as follows below. This Amendment is filed to amend, as of
December 31, 2006, Items 4 and 5 as contained in the statement on Schedule 13G
as previously filed.
Items 1 - 3. No amendment
Item 4. Ownership
See cover page for each reporting person.
Rho Management Trust I is the registered holder of 1,627,176 Shares
reported hereby. As the ultimate holder of voting and investment authority
over the Shares registered in the name of Rho Management Trust I, Rho may be
deemed, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934,
as amended, to be the beneficial owner of the 1,627,176 Shares reported by Rho
Management Trust I, constituting 1.6% of the Company's Shares outstanding as
of the date of the Company's most recently filed Form 10-Q.
As stockholders of Rho, Joshua Ruch, Habib Kairouz and Mark Leschly may
be deemed to share investment and voting control over the Shares reported
herein by Rho. Accordingly, each of Messrs. Ruch, Kairouz and Leschly may be
deemed to be the beneficial owner of the 1,627,176 Shares reported by Rho
hereunder, constituting 1.6% of the Company's shares outstanding as of the
date of the Company's most recently filed Form 10-Q.
Additionally, by virtue of direct ownership, investment authority over
certain managed accounts, control of certain entities and his position as
trustee of certain trusts and foundations, Mr. Ruch may be deemed to be the
beneficial owner with sole voting and investment authority of an additional
3,325,081 Shares, for an aggregate beneficial ownership of 4,952,257 Shares,
constituting 4.8% of the Company's shares outstanding as of the date of the
Company's most recently filed Form 10-Q.
Other than Shares in which they have a pecuniary interest, each of
Messrs. Ruch, Kairouz and Leschly disclaims beneficial ownership of the Shares
reported by this Statement.
Item 5. Ownership of 5 Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following: [X]
Items 6 - 9. No amendment.
Item 10. Certifications
By signing below I certify that, to the best of my 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.
SIGNATURE
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 12, 2007.
RHO CAPITAL PARTNERS, INC.
By: /s/ Jeffrey I. Martin
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Jeffrey I. Martin, Authorized Signer
RHO MANAGEMENT TRUST I
By: RHO CAPITAL PARTNERS, INC.
as Investment Adviser
By: /s/ Jeffrey I. Martin
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Jeffrey I. Martin, Authorized Signer
/s/ Jeffrey I. Martin
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Jeffrey I. Martin, Authorized Signer for Joshua Ruch
/s/ Jeffrey I. Martin
- ------------------------------------------------------
Jeffrey I. Martin, Authorized Signer for Habib Kairouz
/s/ Jeffrey I. Martin
- ------------------------------------------------------
Jeffrey I. Martin, Authorized Signer for Mark Leschly