SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).
  
Form 3 Holdings Reported.
  
Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
SPO ADVISORY CORP

(Last) (First) (Middle)
591 REDWOOD HIGHWAY, SUITE 3215

(Street)
MILL VALLEY CA 94941

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2011
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock 08/26/2011 J 128,676 A $13.7 94,088,016 I (1) (2) (3) (4) (5) See footnotes
Common Stock 09/13/2011 J 145,392 A $14.84 94,233,408 I (1) (2) (3) (4) (5) See footnotes
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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
SPO ADVISORY CORP

(Last) (First) (Middle)
591 REDWOOD HIGHWAY, SUITE 3215

(Street)
MILL VALLEY CA 94941

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SPO ADVISORY PARTNERS LP

(Last) (First) (Middle)
591 REDWOOD HIGHWAY, SUITE 3215

(Street)
MILL VALLEY CA 94941

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SF ADVISORY PARTNERS LP

(Last) (First) (Middle)
591 REDWOOD HIGHWAY , SUITE 3215

(Street)
MILL VALLEY CA 94941

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SPO PARTNERS II LP

(Last) (First) (Middle)
591 REDWOOD HIGHWAY, SUITE 3215

(Street)
MILL VALLEY CA 94941

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SPO Partners II Co Investment Partnership LP

(Last) (First) (Middle)
591 REDWOOD HIGHWAY, SUITE 3215

(Street)
MILL VALLEY CA 94941

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SAN FRANCISCO PARTNERS LP

(Last) (First) (Middle)
591 REDWOOD HIGHWAY, SUITE 3215

(Street)
MILL VALLEY CA 94941

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SCULLY JOHN H

(Last) (First) (Middle)
591 REDWOOD HIGHWAY, SUITE 3215

(Street)
MILL VALLEY CA 94941

(City) (State) (Zip)
1. Name and Address of Reporting Person*
OBERNDORF WILLIAM E

(Last) (First) (Middle)
591 REDWOOD HIGHWAY, SUITE 3215

(Street)
MILL VALLEY CA 94941

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MCDERMOTT EDWARD H

(Last) (First) (Middle)
591 REDWOOD HIGHWAY , SUITE 3215

(Street)
MILL VALLEY CA 94941

(City) (State) (Zip)
1. Name and Address of Reporting Person*
RYAN J. STUART

(Last) (First) (Middle)
591 REDWOOD HIGHWAY, SUITE 3215

(Street)
MILL VALLEY CA 94941

(City) (State) (Zip)
Explanation of Responses:
1. The entities that received the distributed shares reported in this filing are SPO Partners II, L.P. ("SPO Partners"), which received 260,373 shares, in the aggregate, and San Francisco Partners, L.P. ("SF Partners") which received 13,695 shares, in the aggregate. The distributed shares reported in this filing were received pursuant to the Issuer's "Sixth Amended Joint Plan of Reorganization" upon settlement of certain disputed claims.
2. As a result of the distributions causing this filing, 85,802,312 shares are owned directly by SPO Partners, and may be deemed to be indirectly beneficially owned by (i) SPO Advisory Partners, L.P. ("SPO Advisory"), the sole general partner of SPO Partners, (ii) SPO Advisory Corp. ("SPO Corp."), the sole general partner of SPO Advisory, and (iii) John H. Scully ("JHS"), William E. Oberndorf ("WEO") & Edward H. McDermott ("EHM"), the three controlling persons of SPO Corp. Additionally, 5,150,500 shares are owned directly by SPO Partners II Co-Investment Partnership, L.P. ("SPO Co-Invest"), and may be deemed to be indirectly beneficially owned by (i) SPO Advisory, the sole general partner of SPO Co-Invest, (ii) SPO Corp, the sole general partner of SPO Advisory, and (iii) JHS, WEO and EHM, the three controlling persons of SPO Corp.
3. Additionally, 3,280,596 shares are owned directly by SF Partners, and may be deemed to be indirectly beneficially owned by (i) SF Advisory Partners, L.P. ("SF Advisory"), the sole general partner of SF Partners, (ii) SPO Corp., the sole general partner of SF Advisory, and (iii) JHS, WEO and EHM, the three controlling persons of SPO Corp. Additionally, JHS owns 6,100 shares in his IRAs, which are self-directed, WEO owns 34,900 shares in his IRA, which is self-directed, and EHM owns 6,800 shares in his IRA, which is self-directed.
4. Additionally, 5,451 restricted stock units are owned by WEO, a director of the Issuer. Pursuant to the partnership agreement governing SPO Partners, these shares may be deemed to be indirectly beneficially owned by SPO Partners together with any profits arising therefrom.
5. Additionally, the shares represented in Column 5 above may be deemed to be indirectly beneficially owned by J. Stuart Ryan ("JSR"), solely in his advisory capacity to SPO Corp. Additionally, 5,029 shares of the Issuer's common stock and 23,802 restricted stock units are owned by JSR, a director of the Issuer.
Remarks:
The individuals and entities listed in the notes above (each a "Reporting Person") may be deemed to form a "group", as such term is defined in rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, for purposes of this filing. This filing shall not be deemed as an admission by any Reporting Person that such Person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this statement. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of such person's pecuniary interest, if any, therein.
Kim M. Silva, Attorney-in-Fact 02/13/2012
** Signature of Reporting Person Date
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