SEC Form 4

FORM 4

[ ] Check this box if no longer
subject to Section 16. Form 4 or Form
5 obligations may continue.
See Instruction 1(b).

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, Section 17(a) of the Public Utility
Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Dalla Betta, Ralph A.

(Last) (First) (Middle)

1388 N. Tech Blvd.

(Street)

Gilbert, AZ 85233

(City) (State) (Zip)

2. Issuer Name
and Ticker or Trading Symbol

Catalytica Energy Systems, Inc.
CESI

3. I.R.S. Identification
    Number of Reporting
    Person, if an entity
    (voluntary)

###-##-####

4. Statement for
(Month/Day/Year

04/23/2003

5. If Amendment,
Date of Original
(Month/Day/Year)

02/10/2003

6. Relationship of Reporting Person(s) to Issuer

(Check all applicable)

Director 10% Owner

X Officer (give title below) Other (specify below)

Description Vice President & Chief Technology Officer

7. Individual or Joint/Group
Filing (Check Applicable Line)

X Form filed by One Reporting Person

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. Owner-
    ship
    Form:
    Direct (D)
    or
    Indirect (I)

    (Instr. 4)

7. Nature of
     Indirect
     Beneficial
     Ownership

    (Instr. 4)

Code

Amount

A/D

Price

Common Stock(1)

7,683

Total

83,526

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. Conver-
    sion or
    Exercise
    Price of
    Deri-
    vative
    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(DE) and
Expiration Date(ED)
(Month/Day/Year)

7. Title and Amount of
Underlying Securities
(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. Owner-
ship
Form of
Deriv-
ative
Securities:
Direct (D)
or
Indirect (I)

(Instr.4)

11. Nature of
      Indirect
      Beneficial
      Ownership
      (Instr.4)

Code

Title

Amount or Number of Shares

Incentive Stock Option (right to buy)(2)

$2.760

02/10/2003

29,869

(3)

02/10/2013

Common Stock

29,869

$0.000

Non-Qualified Stock Option (right to buy)(2)

$2.760

02/10/2003

21,731

(3)

02/10/2013

Common Stock

21,731

$0.000

Total

254,241

Explanation of Responses:

(1) These shares were acquired through the Companys 2000 Employee Stock Purchase Plan. 3,527 shares on 7/1/02; and 4,156 shares on 1/2/03.
(2) These options were granted pursuant to the Catalytica Energy Systems, Inc. 1995 Stock Plan and are exempt pursuant to Rule 16b-3.
(3) 1/8 of these options become exercisable 6 months after the date of grant, with the remaining options vesting in 42 equal monthly installments beginning 7 months from the date of grant.

By:	Date:
/s/ Kevin Neill	04/23/2003
Attorney-in-Fact
** Signature of Reporting Person	SEC 1474 (9-02)
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). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

DALLA BETTA RALPH A 4/A