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