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
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
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*
SPO ADVISORY CORP

(Last) (First) (Middle)
591 REDWOOD HIGHWAY, SUITE 3215

(Street)
MILL VALLEY CA 94941

(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2008
4. 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 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 09/30/2008 P 1,055,200 A $13.03 71,307,161 I (1) (2) (3) (4) (5) See footnotes
Common Stock 10/01/2008 P 973,900 A $13 72,281,061 I See footnotes
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
1. Name and Address of Reporting Person*
SPO ADVISORY CORP

(Last) (First) (Middle)
591 REDWOOD HIGHWAY, SUITE 3215

(Street)
MILL VALLEY CA 94941

(City) (State) (Zip)
1. Name and Address of Reporting Person*
PHOEBE SNOW FOUNDATION

(Last) (First) (Middle)
591 REDWOOD HIGHWAY , SUITE 3215

(Street)
MILL VALLEY CA 94941

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Elizabeth R. & William J. Patterson Foundation

(Last) (First) (Middle)
591 REDWOOD HIGHWAY
SUITE 3215

(Street)
MILL VALLEY CA 94941

(City) (State) (Zip)
1. Name and Address of Reporting Person*
SCULLY JOHN H

(Last) (First) (Middle)
591 REDWOOD HIGHWAY, SUITE 3215

(Street)
MILL VALLEY CA 94941

(City) (State) (Zip)
1. Name and Address of Reporting Person*
OBERNDORF WILLIAM E

(Last) (First) (Middle)
591 REDWOOD HIGHWAY, SUITE 3215

(Street)
MILL VALLEY CA 94941

(City) (State) (Zip)
1. Name and Address of Reporting Person*
PATTERSON WILLIAM J

(Last) (First) (Middle)
591 REDWOOD HIGHWAY, SUITE 3215

(Street)
MILL VALLEY CA 94941

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MCDERMOTT EDWARD H

(Last) (First) (Middle)
591 REDWOOD HIGHWAY , SUITE 3215

(Street)
MILL VALLEY CA 94941

(City) (State) (Zip)
1. Name and Address of Reporting Person*
RYAN J. STUART

(Last) (First) (Middle)
591 REDWOOD HIGHWAY, SUITE 3215

(Street)
MILL VALLEY CA 94941

(City) (State) (Zip)
Explanation of Responses:
1. The entities directly acquiring the shares reported in this filing and related filings today are SPO Partners II, L.P. ("SPO Partners"), which bought 3,030,600 shares, Phoebe Snow Foundation ("PSF"), which bought 34,900 shares, the Elizabth R. & William J. Patterson Foundation ("WJPFND") which bought 6,900 shares, John H. Scully ("JHS") who bought 4,600 shares, William E. Oberndorf (WEO") who bought 24,200 shares, William J. Patterson ("WJP") who bought 300 shares and Edward H. McDermott ("EHM") who bought 300 shares. The range of prices for the purchases on 9/30/08, reported in Line 1 above, was $12.63 - $13.27. The range of prices for the purchases on 10/01/08, reported in Line 2 above, was $12.59 - $13.25. ( full detailed information regarding the shares purchased at each price will be provided upon request ).
2. As a result of the purchases causing this filing and related filings today, and as a result of the conversion of debt instruments to common stock upon the issuer's emergence from bankruptcy, 63,925,808 shares are owned directly by SPO Partners, and may be deemed to be indirectly beneficially owned by (i) SPO Advisory Partners, L.P. ("SPO Advisory"), the sole general partner of SPO Partners, (ii) SPO Advisory Corp. ("SPO Corp."), the sole general partner of SPO Advisory, and (iii) JHS, WEO, WJP & EHM, the four controlling persons of SPO Corp. Additionally, 5,150,500 shares are owned directly by SPO Partners II Co-Investment Partnership, L.P. ("SPO Co-Invest"), and may be deemed to be indirectly beneficially owned by (i) SPO Advisory, the sole general partner of SPO Co-Invest, (ii) SPO Corp, the sole general partner of SPO Advisory, and (iii) JHS, WEO, WJP and EHM, the four controlling persons of SPO Corp.
3. Additionally, 3,204,753 shares are owned directly by San Francisco Partners II, L.P. ("SF Partners"), and may be deemed to be indirectly beneficially owned by (i) SF Advisory Partners, L.P. ("SF Advisory"), the sole general partner of SF Partners, (ii)SPO Corp., the sole general partner of SF Advisory, and (iii)JHS, WEO, WJP and EHM, the four controlling persons of SPO Corp. Additionally, as a result of the purchases causing this filing and related filings today, PSF owns 34,900 shares, WJPFND owns 6,900 shares, JHS owns 4,600 shares in his IRA, which is self-directed, WEO owns 24,200 shares in his IRA, which is self-directed, WJP owns 300 shares in his IRA, which is self-directed and EHM owns 300 shares in his IRA, which is self-directed.
4. Additionally, 5,029 shares of restricted stock and 2,720 restricted stock units are owned by WJP, a director of the Issuer. Pursuant to the partnership agreement governing SPO Partners, these shares may be deemed to be indirectly beneficially owned by SPO Partners together with any profits arising therefrom.
5. Additionally, the shares represented in Column 5 above may be deemed to be indirectly beneficially owned by J. Stuart Ryan ("JSR"), solely in his advisory capacity to SPO Corp. Additionally, 5,029 shares of restricted stock are owned by JSR, a director of the Issuer.
Remarks:
Form 2 of 2. The individuals listed in the notes above (each a ?Reporting Person?) may be deemed to form a ?group?, as such term is defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, for purposes of this filing. This filing shall not be deemed as an admission by any Reporting Person that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this statement. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of such person?s pecuniary interest, if any, therein.
Kim M. Silva, Attorney-in-Fact 10/01/2008
** 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 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.