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^*

HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.

(Last)

(First)

(Middle)

555 MADISON AVENUE

16TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/13/2008

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

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

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		*See Remarks

5. 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 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	33,869,892	D⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾

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)
Warrants	02/06/2008	08/25/2008	Common Stock	491,345	$23.88	D⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁶⁾
Equity Swap	⁽⁷⁾⁽⁸⁾	⁽⁷⁾⁽⁸⁾	Common Stock	645,825	⁽⁷⁾⁽⁸⁾	D⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Equity Swap	⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾	⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾	Common Stock	135,000	⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾	D⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Equity Swap	⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾	⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾	Common Stock	894,440	⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾	D⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Equity Swap	⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾	⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾	Common Stock	2,529,000	⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾	D⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Equity Swap	⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾	⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾	Common Stock	858,325	⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾	D⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Equity Swap	⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾	⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾	Common Stock	190,000	⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾	D⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Equity Swap	⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾	⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾	Common Stock	62,500	⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾	D⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Equity Swap	⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾	⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾	Common Stock	687,500	⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾	D⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Equity Swap	⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾	⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾	Common Stock	750,000	⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾	D⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.

(Last)

(First)

(Middle)

555 MADISON AVENUE

16TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		*See Remarks

1. Name and Address of Reporting Person^*

HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC

(Last)

(First)

(Middle)

555 MADISON AVENUE

16TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		*See Remarks

1. Name and Address of Reporting Person^*

HMC - NEW YORK, INC.

(Last)

(First)

(Middle)

555 MADISON AVENUE

16TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		*See Remarks

Explanation of Responses:

1. IMPORTANT NOTE: THE SECURITIES SET FORTH IN THIS REPORT ARE DIRECTLY BENEFICIALLY OWNED BY HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. (THE "FUND"). ALL OTHER ENTITIES ARE INCLUDED WITHIN THIS REPORT DUE TO THEIR AFFILIATION WITH THE FUND.

2. These securities are owned by Harbinger Capital Partners Special Situations Fund, L.P. (the "Special Situations Fund"), which is a Reporting Person.

3. These securities may be deemed to be indirectly beneficially owned by the following, each of whom is a Reporting Person: Harbinger Capital Partners Special Situations GP, LLC ("HCPSS"), HMC-New York, Inc. ("HMCNY"), Harbert Management Corporation ("HMC"), Philip Falcone, Raymond J. Harbert and Michael Luce. HCPSS is the general partner of the Special Situations Fund. HMCNY is the managing member of HCPSS. HMC wholly owns HMCNY. Philip Falcone is the portfolio manager of the Special Situations Fund and is a shareholder of HMC. Raymond J. Harbert and Michael D. Luce are shareholders of HMC. HMC, Philip Falcone, Raymond J. Harbert and Michael D. Luce previously reported their beneficial ownership on a Form 3/A filed on February 14, 2008.

4. Each Reporting Person listed in Footnotes 2 and 3 disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

5. Includes 3,092,603 Shares held by Kelson Investments, S.ar.l., an indirect wholly owned subsidiary of Harbinger Capital Partners Master Fund I, Ltd. and the Special Situations Fund.

6. The amount of shares beneficially owned indicated herein are adjusted to reflect the actual shares received from the reorganization of the Issuer on February 6, 2008.

7. The Special Situations Fund has entered into equity swap agreements with GS under which GS agreed to pay the Special Situations Fund an amount equal to any increase, and the Special Situations Fund agreed to pay GS an amount equal to any decrease, in the official market price of an aggregate of 645,825 Shares above or below an initial reference price of US$0.255 per Share on January 21, 2009. The equity swap agreement contemplates monthly interim payments of appreciation or depreciation of the Shares, as the case may be, and a finance fee between the parties during the term it is outstanding. GS will pay to the Special Situations Fund an amount equal to any dividends paid on the Shares during the term of the equity swap agreement.

8. Effective January 31, 2008, the shares of common stock of the issuer which served as the reference security for these equity swap agreements were cancelled, and each holder of such cancelled shares received warrants to purchase new shares of the reorganized issuer in an amount equal to approximately 1/10 of the number of such cancelled shares, at an exercise price $23.88 per new share and with an expiration date of August 25, 2008. Such warrants now serve as the reference security for these equity swap agreements. All balances will be cash settled, and neither party acquires any voting or similar rights, or dispositive power over the Shares. Subject to certain conditions, the equity swap agreement may be terminated by either party in whole or in part.

9. The Special Situations Fund has entered into equity swap agreements with Deutsche Bank AG ("Deutsche") under which Deutsche agreed to pay the Special Situations Fund an amount equal to any increase, and the Special Situations Fund agreed to pay Deutsche an amount equal to any decrease, in the official market price of an aggregate of 135,000 shares, 894,440 shares, 2,529,000 shares, 858,325 shares, 190,000 shares, 62,500 shares, 687,500 shares and 750,000 shares, respectively, above or below an initial reference price of US$1.52650 per share, US$3.51200 per share, US$3.98860 per share, US$3.79420 per share, US$3.25890 per share, US$3.270000 per share, US$3.308500 per share and US$3.373500 per share respectively, on June 30, 2008.

10. The equity swap agreement contemplates monthly interim payments of appreciation or depreciation of the shares, as the case may be, and a finance fee between the parties during the term it is outstanding. Deutsche will pay to the Special Situations Fund an amount equal to any dividends paid on the shares during the term of the equity swap agreement.

11. Effective January 31, 2008, the shares of common stock of the issuer which served as the reference security for these equity swap agreements were cancelled, and each holder of such cancelled shares received warrants to purchase new shares of the reorganized issuer in an amount equal to approximately 1/10 of the number of such cancelled shares, at an exercise price $23.88 per new share and with an expiration date of August 25, 2008. Such warrants now serve as the reference security for these equity swap agreements. All balances will be cash settled, and neither party acquires any voting or similar rights, or dispositive power over the shares. Subject to certain conditions, the equity swap agreement may be terminated by either party in whole or in part.

Remarks:

(+) The Reporting Persons may be deemed to be members of a "group" for purposes of the Securities Exchange Act of 1934, as amended. Each Reporting Person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the Reporting Person. This report shall not be deemed an admission that such Reporting Person is a member of a group or the beneficial owner of any securities not directly owned by such Reporting Person.

	Harbinger Capital Partners Special Situations Fund, L.P.(+), By: Harbinger Capital Partners Special Situations GP, LLC, By: HMC-New York, Inc., Managing Member, By: /s/ William R. Lucas, Jr.	08/15/2008
	Harbinger Capital Partners Special Situations GP, LLC(+), By: HMC-New York, Managing Member, By: /s/ William R. Lucas, Jr.	08/15/2008
	HMC-New York, Inc.(+), By: /s/ William R. Lucas, Jr.	08/15/2008
	** 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).
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