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*
MERRITT DAVID C

(Last) (First) (Middle)
C/O CALPINE CORPORATION
717 TEXAS AVENUE, STE. 1000

(Street)
HOUSTON TX 77002

(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/14/2014
4. 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 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, par value $0.001 per share 05/14/2014 A 4,452 (1) A $0.00 30,827 D
Common Stock, par value $0.001 per share 05/15/2014 S 10,000 (2) D $22.3942 (3) 20,827 D
Common Stock, par value $0.001 per share 10,000 I By David C. Merritt Defined Benefit Plan & Trust
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
Explanation of Responses:
1. Represents award of restricted stock units pursuant to Calpine Corporation's Amended and Restated 2008 Director Incentive Plan. The awards vest on the earlier to occur of (i) the first anniversary of the grant date or (ii) the day immediately preceding the date of the 2015 annual meeting of stockholders. The vested shares will be issued and delivered to the reporting person on the earliest to occur of (i) the reporting person's elected distribution date, (ii) the consummation of a change in control, or (iii) upon termination of service on the board of directors. Each restricted stock unit represents a contingent right to receive one share of Calpine Corporation common stock. The restricted stock units are settled solely in common stock.
2. As an Internal Revenue Service regulation prohibits a transfer of shares from the reporting person's personal account directly into his pension fund account, the reporting person elected to effect the transfer by purchasing shares in the open market for deposit in his pension fund account and subsequently selling the same number of shares into the open market from his personal account. Therefore, as previously reported, on August 19, 2013 the reporting person purchased 10,000 shares in the open market for deposit into his pension fund account to hold as a long-term investment. The reporting person is hereby reporting a sale of the same number of shares from his personal account effective May 15, 2014.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions. 1,500 shares were sold at $22.37 per share, 100 shares were sold at $22.3725 per share, 200 shares were sold at $22.375 per share, 3,500 shares were sold at $22.38 per share, 100 shares were sold at $22.39 per share, 200 shares were sold at $22.395 per share, 1,000 shares were sold at $22.40 per share, 1,500 shares were sold at $22.41 per share, 600 shares were sold at $22.42 per share, 1,100 shares were sold at $22.43 per share, and 200 shares were sold at $22.435 per share.
Remarks:
/s/ W. Thaddeus Miller, as Attorney-in-Fact 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 4 (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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