X0306 4 2013-02-28 0 0000916457 CALPINE CORP CPN 0001442784 MILLER W. THADDEUS CALPINE CORPORATION 717 TEXAS AVENUE, SUITE 1000 HOUSTON TX 77002 0 1 0 0 EVP, Chief Legal Officer & Sec Common Stock, par value $0.001 per share 2013-02-28 4 A 0 42563 0.000 A 126980 D Common Stock, par value $0.001 per share 33866 I As trustee for Son Common Stock, par value $0.001 per share 33866 I As trustee for Son Common Stock, par value $0.001 per share 22578 I As trustee for Son Common Stock, par value $0.001 per share 4614 I By grantor retained annuity trust Common Stock, par value $0.001 per share 17344 I By grantor retained annuity trust Common Stock, par value $0.001 per share 8484 I By grantor retained annuity trust Common Stock, par value $0.001 per share 12933 I By grantor retained annuity trust Common Stock, par value $0.001 per share 17397 I By grantor retained annuity trust Award of restricted stock pursuant to Calpine Corporation's (the "Issuer") Amended and Restated 2008 Equity Incentive Plan. The award vests in three equal installments on the first, second, and third anniversary dates of the grant date. On March 4, 2009, the Reporting Person contributed 90,310 shares of Calpine Corporation's (the "Company") common stock to a grantor retained annuity trust (the "GRAT"). The Reporting Person was the sole recipient of the annuity payments made by the GRAT and served as the trustee of the GRAT. Upon termination of the GRAT pursuant to its terms and in accordance with the trust agreement, on December 22, 2011, 33,866 shares, 33,866 shares and 22,578 shares of the Company's common stock were automatically transferred to three separate trusts, of which the Reporting Person's children are respective beneficiaries and the Reporting Person and his spouse serve as trustees. Therefore, the reporting person may be deemed to be an indirect beneficial owner of the shares acquired by the three trusts and these shares continue to be reported on this Form 4 as indirectly owned. On October 15, 2010, the Reporting Person contributed 17,168 shares of Company common stock to a grantor retained annuity trust. On November 6, 2012, the Reporting Person transferred 12,553 shares of Company common stock to a grantor retained annuity trust and 1 share of Company common stock to the direct ownership account. The Reporting Person is the sole recipient of the annuity payments made by this trust and serves as the trustee of this trust. On March 7, 2011, the Reporting Person contributed 30,277 shares of Company common stock to a grantor retained annuity trust. On March 12, 2012, the Reporting Person transferred 12,933 shares of Company common stock to a grantor retained annuity trust. The Reporting Person is the sole recipient of the annuity payments made by this trust and serves as the trustee of this trust. On October 17, 2011, the Reporting Person contributed 13,328 shares of Company common stock to a grantor retained annuity trust. On November 6, 2012, the Reporting Person transferred 4,844 shares of Company common stock to a grantor retained annuity trust. The Reporting Person is the sole recipient of the annuity payments made by this trust and serves as the trustee of this trust. /s/ W. Thaddeus Miller 2013-03-04