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^*

GRAVES KENNETH ANDREW

(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)
08/29/2008

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)
	Interim Corp. Controller & PAO

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	4,000⁽¹⁾	D
Common stock, par value $0.001	1,100⁽²⁾	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)	⁽³⁾	01/31/2018	Common stock	2,500	$16.9	D
Option (Right to buy)	⁽⁴⁾	03/05/2018	Common stock	4,700	$18.38	D

Explanation of Responses:

1. Restricted stock awarded on February 6, 2008, pursuant to the Company's 2008 Equity Incentive Plan. The award vests and becomes nonforfeitable over a three-year period: 50% on February 6, 2009, 33% on February 6, 2010, and 17% on February 6, 2011.

2. Restricted stock awarded on March 5, 2008, pursuant to the Company's 2008 Equity Incentive Plan. The award vests and becomes nonforfeitable over a three-year period: 33-1/3% on January 31, 2009, 33-1/3% on January 31, 2010, and 33-1/3% on January 31, 2011.

3. Option granted on January 31, 2008, pursuant to the Company's 2008 Equity Incentive Plan. The option becomes exercisable over a three-year period: 50% on January 31, 2009, 33% on January 31, 2010, and 17% on January 31, 2011.

4. Option granted on March 5, 2008, pursuant to the Company's 2008 Equity Incentive Plan. The option becomes exercisable over a three-year period: 33-1/3% on January 31, 2009, 33-1/3% on January 31, 2010, and 33-1/3% on January 31, 2011.

Remarks:

	/s/ Kenneth Graves	09/03/2008
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.