SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

ADAMS JOHN M

(Last)

(First)

(Middle)

CALPINE CORPORATION

717 TEXAS AVENUE, SUITE 1000

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/14/2014

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Power Ops

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.001 per share	43,249⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option (Right to buy)	⁽²⁾	04/19/2020	Common Stock	42,270	$11.74	D
Option (Right to buy)	⁽³⁾	02/14/2021	Common Stock	49,922	$14.3	D
Option (Right to buy)	⁽⁴⁾	02/28/2022	Common Stock	41,770	$15.31	D

Explanation of Responses:

1. Includes restricted stock awarded pursuant to Calpine Corporation's Amended and Restated 2008 Equity Incentive Plan (the "Issuer's Equity Plan") of which 7,177 shares are fully vested, 6,416 shares vest on February 28, 2015, 10,818 shares vest in two equal instalments on February 28 in years 2015 and 2016, and 18,838 shares vest in three equal instalments on February 26 in years 2015, 2016 and 2017.

2. On April 19, 2010, a grant of an option pursuant to the Issuer's Equity Plan. The option becomes vested and exercisable on the third anniversary date of the grant date.

3. On February 14, 2011, a grant of an option pursuant to the Issuer's Equity Plan. The option becomes vested and exercisable on the third anniversary date of the grant date.

4. On February 29, 2012, a grant of an option pursuant to the Issuer's Equity Plan. The option becomes vested and exercisable on the third anniversary date of the grant date.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ W. Thaddeus Miller by Power of Attorney	05/16/2014
	** 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 5 (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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