SEC FORM 4

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

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)
05/06/2015

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001 per share	05/06/2015		S		14,000	D	$20.404⁽¹⁾	15,783⁽²⁾	D
Common Stock, par value $0.001 per share	05/07/2015		P		14,000	A	$20.521⁽³⁾	24,000⁽⁴⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions. 3,011 shares were sold at $20.36 per share, 489 shares were sold at $20.39 per share, 3,500 shares were sold at $20.40 per share, 3,500 shares were sold at $20.41 per share, 2,800 shares were sold at $20.44 per share and 700 shares were sold at $20.45 per share.

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 selling shares from his personal account and subsequently purchasing the same number of shares in the open market for deposit in his pension fund account to hold as a long-term investment. Reference Footnotes 3 and 4 below.

3. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions. 3,400 shares were purchased at $20.515 per share, 3,482 shares were purchased at $20.519 per share, 2,418 shares were purchased at $20.52 per share, 4,300 shares were purchased at $20.526 per share, and 400 shares were purchased at $20.53 per share.

4. Represents shares purchased in an open market transaction by a trust established under a defined benefit plan in which the insider is the sole participant, the sole beneficiary, the sole trustee, and has sole investment control. Reference Footnotes 1 and 2 above.

Remarks:

The reporting person sold shares at $20.450 or less per share and repurchased the same number of shares at $20.515 or more per share. Transaction was effected solely to transfer personal investment from a personal account to a defined benefit plan and trust account.

	/s/ W. Thaddeus Miller, as Attorney-in-Fact	05/08/2015
	** 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).
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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