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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CALPINE CORP [ CPN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/02/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 07/02/2015 | M | 6,222(1) | A | $12.64 | 354,278 | D | |||
Common Stock, par value $0.001 per share | 07/02/2015 | F | 5,208(1) | D | $17.58(2) | 349,070 | D | |||
Common Stock, par value $0.001 per share | 40,462 | I | As trustee for Son(3) | |||||||
Common Stock, par value $0.001 per share | 40,462 | I | As trustee for Son(3) | |||||||
Common Stock, par value $0.001 per share | 26,967 | I | As trustee for Son(3) | |||||||
Common Stock, par value $0.001 per share | 7,880 | I | By grantor retained annuity trust(4) | |||||||
Common Stock, par value $0.001 per share | 5,808 | I | By grantor retained annuity trust(5) | |||||||
Common Stock, par value $0.001 per share | 11,853 | I | By grantor retatined annuity trust(6) | |||||||
Common Stock, par value $0.001 per share | 17,345 | I | By grantor retained annuity trust(7) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Employee Stock Option (right to buy) | $12.64 | 07/02/2015 | M | 6,222 | 08/11/2013 | 08/11/2015 | Common Stock, par value $0.001 per share | 6,222 | $0 | 85,197 | D |
Explanation of Responses: |
1. Represents a "net exercise" of vested stock options. There was no open market sale of shares by the reporting person. A total of 5,208 shares were withheld by Calpine Corporation (the "Company") for payment of the exercise price and applicable taxes, and the net exercise resulted in 1,014 shares being issued by the Company to the reporting person. |
2. Closing market price of the Company common stock on the transaction date. |
3. The Reporting Person's children are respective beneficiaries of the trusts, and the Reporting Person and his spouse serve as trustees. The Reporting Person may be deemed to be an indirect beneficial owner of the shares held by each trust and these shares continue to be reported on this Form 4 as indirectly owned. |
4. The Reporting Person funded the GRAT in November 2013, is the sole recipient of the annuity payments made by this GRAT and serves as the trustee of this GRAT. |
5. The Reporting Person funded the GRAT in May 2014, is the sole recipient of the annuity payments made by this GRAT and serves as the trustee of this GRAT. |
6. The Reporting Person funded the GRAT in November 2014, is the sole recipient of the annuity payments made by this GRAT and serves as the trustee of this GRAT. |
7. The Reporting Person funded the GRAT in June 2015, is the sole recipient of the annuity payments made by this GRAT and serves as the trustee of this GRAT. |
Remarks: |
/s/ W. Thaddeus Miller | 07/07/2015 | |
** 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. | ||
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. |