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*
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. Date of Earliest Transaction (Month/Day/Year)
05/22/2012
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 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 05/22/2012 S 18,500,000 D $16.83 59,008,708 I (1) (2) (3) (4) 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)
Code V (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*
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*
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*
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*
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*
RYAN J. STUART

(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*
PHOEBE SNOW FOUNDATION

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

(Street)
MILL VALLEY CA 94941

(City) (State) (Zip)
Explanation of Responses:
1. The entities and individuals directly selling these shares reported in this filing are SPO Partners II, L.P. ("SPO Partners"), which sold 16,811,800 shares, SPO Partners II Co-Investment Partnership, L.P. ("SPO Co-Invest"), which sold 1,009,200 shares, San Francisco Partners, L.P. ("SF Partners"), which sold 642,800 shares, John H. Scully ("JHS"), who sold 1,200 shares, Edward H. McDermott ("EHM"), who sold 1,300 shares and Phoebe Snow Foundation ("PSF"), which sold 33,700 shares. The price for the sales on 5/22/12, reported in Line 1 above, was $16.83.
2. As a result of the sales causing this filing 53,729,212 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) JHS and EHM, the two controlling persons of SPO Corp. Additionally, as a result of the sales causing this filing, 3,225,200 shares are owned directly by 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 and EHM, the two controlling persons of SPO Corp.
3. Additionally, as a result of the sales causing this filing, 2,054,296 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 and EHM, the two controlling persons of SPO Corp. Additionally, as a result of the sales causing this filing, JHS owns 3,800 shares in his IRAs, which are self-directed, EHM owns 4,300 shares in his IRA, which is self-directed and PSF owns 107,800 shares.
4. 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 common stock and 31,838 restricted stock units are owned by JSR, a director of the Issuer.
Remarks:
The individuals and entities listed in the note above 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 such 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 such 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 05/23/2012
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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