0001181431-11-047764.txt : 20110901 0001181431-11-047764.hdr.sgml : 20110901 20110901195930 ACCESSION NUMBER: 0001181431-11-047764 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110825 FILED AS OF DATE: 20110901 DATE AS OF CHANGE: 20110901 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CALPINE CORP CENTRAL INDEX KEY: 0000916457 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 770212977 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 717 TEXAS AVENUE STREET 2: SUITE 1000 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7138308775 MAIL ADDRESS: STREET 1: 717 TEXAS AVENUE STREET 2: SUITE 1000 CITY: HOUSTON STATE: TX ZIP: 77002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LSP Cal Holdings II, LLC CENTRAL INDEX KEY: 0001427472 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12079 FILM NUMBER: 111072052 BUSINESS ADDRESS: STREET 1: 1700 BROADWAY STREET 2: 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (732) 249-6750 MAIL ADDRESS: STREET 1: 1700 BROADWAY STREET 2: 35TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 4 1 rrd321190.xml LSP CAL HOLDINGS II, LLC FORM 4 - 2011-08-25 X0304 4 2011-08-25 0 0000916457 CALPINE CORP CPN 0001427472 LSP Cal Holdings II, LLC 1700 BROADWAY 35TH FLOOR NEW YORK NY 10019 0 0 1 0 Common Stock 2011-08-25 4 J 0 59126 0.00 A 18860919 D Common Stock 2011-08-25 4 J 0 2956 0.00 D 18857963 D The Reporting Person received the shares reported herein in exchange for the satisfaction of certain general unsecured claims held by the Reporting Person in connection with the Issuer's Sixth Amended Joint Plan of Reorganization (the "Plan"), which was approved by the U.S. Bankruptcy Court for the Southern District of New York and became effective on January 31, 2008. It is possible that additional shares of common stock may be payable in the future pursuant to the Plan. Pursuant to a previously negotiated allocation agreement between the parties under which LSP Cal Holdings II agreed to transfer a percentage of the shares it received in connection with the Plan, the Reporting Person transferred a percentage of the shares it received to Luminus Energy Partners Master Fund, Ltd. LS Power Equity Partners, II L.P. ("LSPEP II") is the Managing Member of LSP Cal II. Due to its relationship with LSP Cal II, LSPEP II may be deemed to have shared voting and investment power with respect to the shares beneficially owned by LSP Cal II. As such, LSPEP II may be deemed to have shared beneficial ownership of the shares of which LSP Cal II is the owner. LSPEP II, however, disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. LS Power Partners II, L.P. ("Partners II") is the general partner of each of LSPEP II and LS Power Equity Partners II PIE, L.P. ("PIE II"). PIE II owns 100% of LSP Cal EB II. Ltd. ("LSP EB II"). LSPEP II, PIE II, and LSP EB II are together the members of LSP Cal II. Due to its relationship with LSP Cal II, Partners II may be deemed to have shared voting and investment power with respect to the shares beneficially owned by LSP Cal II. As such, Partners II may be deemed to have shared beneficial ownership of the shares of which LSP Cal II is the owner. Partners II, however, disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. For further details relating to the Reporting Person's ownership structure, please refer to the Schedule 13D filed with the Securities and Exchange Commission on February 11, 2008, last amended on August 22, 2011. Darpan Kapadia, Executive Vice President 2011-09-01