SEC FORM 4

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^*

Hill Thad

(Last)

(First)

(Middle)

CALPINE CORPORATION

717 TEXAS AVENUE, SUITE 1000

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CALPINE CORP [ CPN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & Chief Oper.Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2013

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

6. 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. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001 per share	08/14/2013		M		641,538⁽¹⁾	A	$12.64	813,687	D
Common Stock, par value $0.001 per share	08/14/2013		F		514,334⁽¹⁾	D	$19.16⁽²⁾	299,353	D
Common Stock, par value $0.001 per share	08/15/2013		M		10,000⁽³⁾	A	$12.64	309,353	D
Common Stock, par value $0.001 per share	08/15/2013		F		8,051⁽³⁾	D	$19.03⁽²⁾	301,302	D
Common Stock, par value $0.001 per share	08/16/2013		M		19,231⁽⁴⁾	A	$12.64	320,533	D
Common Stock, par value $0.001 per share	08/16/2013		F		15,582⁽⁴⁾	D	$18.78⁽²⁾	304,951	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$12.64	08/14/2013		M			641,538	08/11/2013	08/11/2015	Common Stock, par value $0.001 per share	641,538	$0	258,462	D
Employee Stock Option (right to buy)	$12.64	08/15/2013		M			10,000	08/11/2013	08/11/2015	Common Stock, par value $0.001 per share	10,000	$0	248,462	D
Employee Stock Option (right to buy)	$12.64	08/16/2013		M			19,231	08/11/2013	08/11/2015	Common Stock, par value $0.001 per share	19,231	$0	229,231	D

Explanation of Responses:

1. Represents a "net exercise" of vested stock options. There was no open market sale of shares by the reporting person. A total of 514,334 shares were withheld by Issuer for payment of the exercise price and applicable taxes, and the net exercise resulted in 127,204 shares being issued by the Company to the reporting person.

2. Closing market price of Calpine Corporation common stock on the respective transaction date.

3. Represents a "net exercise" of vested stock options. There was no open market sale of shares by the reporting person. A total of 8,051 shares were withheld by Issuer for payment of the exercise price and applicable taxes, and the net exercise resulted in 1,949 shares being issued by the Company to the reporting person.

4. Represents a "net exercise" of vested stock options. There was no open market sale of shares by the reporting person. A total of 15,582 shares were withheld by Issuer for payment of the exercise price and applicable taxes, and the net exercise resulted in 3,649 shares being issued by the Company to the reporting person.

Remarks:

	/s/ W. Thaddeus Miller by Power of Attorney	08/16/2013
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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