Edgar Filing: AVENTINE RENEWABLE ENERGY HOLDINGS INC

Ownership Submission

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 OF SECURITIES

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

AVENTINE RENEWABLE ENERGY HOLDINGS LLC

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)

(Last)

(First)

(Middle)

C/O METALMARK CAPITAL LLC, 1177 AVENUE OF THE AMERICAS, 40TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
07/05/2006

(Street)

NY, NY 10036

4. If Amendment, Date 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

(City)

(State)

(Zip)

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⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

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

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
AVENTINE RENEWABLE ENERGY HOLDINGS LLC C/O METALMARK CAPITAL LLC 1177 AVENUE OF THE AMERICAS, 40TH FLOOR NY, NY 10036		X
Metalmark Capital LLC C/O METALMARK CAPITAL LLC 1177 AVENUE OF THE AMERICAS, 40TH FLOOR NY, NY 10036		X
MSDW Capital Partners IV, L P C/O METALMARK CAPITAL LLC 1177 AVENUE OF THE AMERICAS, 40TH FLOOR NY, NY 10036		X
MSDW IV 892 INVESTORS L P C/O METALMARK CAPITAL LLC 1177 AVENUE OF THE AMERICAS, 40TH FLOOR NY, NY 10036		X
MORGAN STANLEY DEAN WITTER CAPITAL INVESTORS IV L P C/O METALMARK CAPITAL LLC 1177 AVENUE OF THE AMERICAS, 40TH FLOOR NY, NY 10036		X
MSDW CAPITAL PARTNERS IV LLC C/O METALMARK CAPITAL LLC 1177 AVENUE OF THE AMERICAS, 40TH FLOOR NY, NY 10036		X
MSDW CAPITAL PARTNERS IV INC C/O METALMARK CAPITAL LLC 1177 AVENUE OF THE AMERICAS, 40TH FLOOR NY, NY 10036		X

Signatures

/s/ Kenneth F. Clifford, as authorized signatory of Aventine Renewable Energy Holdings LLC		07/05/2006
^**Signature of Reporting Person		Date
/s/ Kenneth F. Clifford, as authorized signatory of Metalmark		07/05/2006
^**Signature of Reporting Person		Date
/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

Explanation of Responses:

*	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).
(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.

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