X0305 4 2012-05-22 0 0000916457 CALPINE CORP CPN 0000919468 SPO ADVISORY CORP 591 REDWOOD HIGHWAY, SUITE 3215 MILL VALLEY CA 94941 0 0 1 0 0001252456 SPO ADVISORY PARTNERS LP 591 REDWOOD HIGHWAY, SUITE 3215 MILL VALLEY CA 94941 0 0 1 0 0001398581 SPO Partners II Co Investment Partnership LP 591 REDWOOD HIGHWAY, SUITE 3215 MILL VALLEY CA 94941 0 0 1 0 0001046206 SPO PARTNERS II LP 591 REDWOOD HIGHWAY, SUITE 3215 MILL VALLEY CA 94941 0 0 1 0 0000948279 SF ADVISORY PARTNERS LP 591 REDWOOD HIGHWAY , SUITE 3215 MILL VALLEY CA 94941 0 0 1 0 0001252458 SAN FRANCISCO PARTNERS LP 591 REDWOOD HIGHWAY, SUITE 3215 MILL VALLEY CA 94941 0 0 1 0 0001202553 SCULLY JOHN H 591 REDWOOD HIGHWAY, SUITE 3215 MILL VALLEY CA 94941 0 0 1 0 0001425020 RYAN J. STUART 591 REDWOOD HIGHWAY, SUITE 3215 MILL VALLEY CA 94941 1 0 1 0 0001252464 MCDERMOTT EDWARD H 591 REDWOOD HIGHWAY , SUITE 3215 MILL VALLEY CA 94941 0 0 1 0 0001252480 PHOEBE SNOW FOUNDATION 591 REDWOOD HIGHWAY , SUITE 3215 MILL VALLEY CA 94941 0 0 1 0 Common Stock 2012-05-22 4 S 0 18500000 16.83 D 59008708 I See footnotes The entities and individuals directly selling these shares reported in this filing are SPO Partners II, L.P. ("SPO Partners"), which sold 16,811,800 shares, SPO Partners II Co-Investment Partnership, L.P. ("SPO Co-Invest"), which sold 1,009,200 shares, San Francisco Partners, L.P. ("SF Partners"), which sold 642,800 shares, John H. Scully ("JHS"), who sold 1,200 shares, Edward H. McDermott ("EHM"), who sold 1,300 shares and Phoebe Snow Foundation ("PSF"), which sold 33,700 shares. The price for the sales on 5/22/12, reported in Line 1 above, was $16.83. As a result of the sales causing this filing 53,729,212 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 and EHM, the two controlling persons of SPO Corp. Additionally, as a result of the sales causing this filing, 3,225,200 shares are owned directly by 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 and EHM, the two controlling persons of SPO Corp. Additionally, as a result of the sales causing this filing, 2,054,296 shares are owned directly by 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 and EHM, the two controlling persons of SPO Corp. Additionally, as a result of the sales causing this filing, JHS owns 3,800 shares in his IRAs, which are self-directed, EHM owns 4,300 shares in his IRA, which is self-directed and PSF owns 107,800 shares. 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 common stock and 31,838 restricted stock units are owned by JSR, a director of the Issuer. The individuals and entities listed in the note above 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 such 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 such 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 2012-05-23