0001179110-21-000224.txt : 20210105 0001179110-21-000224.hdr.sgml : 20210105 20210105194439 ACCESSION NUMBER: 0001179110-21-000224 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210102 FILED AS OF DATE: 20210105 DATE AS OF CHANGE: 20210105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sotos Christopher S CENTRAL INDEX KEY: 0001578991 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36002 FILM NUMBER: 21508331 MAIL ADDRESS: STREET 1: 211 CARNEGIE CENTER CITY: PRINCETON STATE: NJ ZIP: 08540 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Clearway Energy, Inc. CENTRAL INDEX KEY: 0001567683 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 461777204 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 300 CARNEGIE CENTER, SUITE 300 CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: 609-608-1525 MAIL ADDRESS: STREET 1: 300 CARNEGIE CENTER, SUITE 300 CITY: PRINCETON STATE: NJ ZIP: 08540 FORMER COMPANY: FORMER CONFORMED NAME: NRG Yield, Inc. DATE OF NAME CHANGE: 20130606 FORMER COMPANY: FORMER CONFORMED NAME: NRG Yieldco, Inc. DATE OF NAME CHANGE: 20130123 4 1 edgar.xml FORM 4 - X0306 4 2021-01-02 0 0001567683 Clearway Energy, Inc. CWEN 0001578991 Sotos Christopher S CLEARWAY ENERGY, INC. 300 CARNEGIE CENTER, SUITE 300 PRINCETON NJ 08540 1 1 0 0 President and CEO Class C Common Stock, par value $.01 per share 2021-01-02 4 F 0 3793 D 183829 D Class C Common Stock, par value $.01 per share 2021-01-02 4 F 0 4532 D 179297 D Class C Common Stock, par value $.01 per share 2021-01-02 4 M 0 59399 A 238696 D Class C Common Stock, par value $.01 per share 2021-01-02 4 M 0 3433 A 242129 D Class C Common Stock, par value $.01 per share 2021-01-02 4 D 0 29567 D 212562 D Relative Performance Stock Units 2021-01-02 4 M 0 39599 0 D 2021-01-02 2021-01-02 Class C Common Stock, par value $.01 per share 59399 0 D Dividend Equivalent Rights 2021-01-02 4 M 0 3433 A 2021-01-02 Class C Common Stock, par value $.01 per share 3433 3433 D Dividend Equivalent Rights 2021-01-02 4 M 0 3433 D 2021-01-02 Class C Common Stock, par value $.01 per share 3433 0 D On January 2, 2018, Mr. Sotos was issued 21,263 Restricted Stock Units ("RSUs") by Clearway Energy, Inc. (f/k/a NRG Yield, Inc.) under Clearway Energy Inc.'s Amended and Restated 2013 Equity Incentive Plan (the "LTIP"). These RSUs vest ratably over a three-year period beginning on the first anniversary of the date of the grant. Each RSU is equivalent in value to one share of Class C Common Stock of Clearway Energy Inc., par value $.01 per share. On January 2, 2021, 7,102 shares vested. Mr. Sotos elected to satisfy his tax obligation upon the exchange of common stock for RSUs having a value on the date of the exchange equal to the withholding obligation. This form reflects the surrender of 3,793 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation. In connection with the vesting of the RSUs described above, 1,231 DERs converted to Class C Common Stock, resulting in the reporting person holding 16,699 dividend equivalent rights that may only be settled in Class C Common Stock. Dividend equivalent rights accrue on the reporting person's restricted stock, which become exercisable proportionately with the restricted stock units to which they relate and may only be settled in Clearway Energy, Inc. Class C Common Stock. Each dividend equivalent right is the economic equivalent of one share of Clearway Energy, Inc. Class C Common Stock. On January 2, 2019, Mr. Sotos was issued 29,307 Restricted Stock Units ("RSUs") by Clearway Energy, Inc. (f/k/a NRG Yield, Inc.) under Clearway Energy Inc.'s Amended and Restated 2013 Equity Incentive Plan (the "LTIP"). These RSUs vest ratably over a three-year period beginning on the first anniversary of the date of the grant. Each RSU is equivalent in value to one share of Class C Common Stock of Clearway Energy Inc., par value $.01 per share. On January 2, 2021, 9,759 shares vested. Mr. Sotos elected to satisfy his tax obligation upon the exchange of common stock for RSUs having a value on the date of the exchange equal to the withholding obligation. This form reflects the surrender of 4,532 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation. In connection with the vesting of the RSUs described above, 923 DERs converted to Class C Common Stock, resulting in the reporting person holding 15,776 dividend equivalent rights that may only be settled in Class C Common Stock. Dividend equivalent rights accrue on the reporting person's restricted stock, which become exercisable proportionately with the restricted stock units to which they relate and may only be settled in Clearway Energy, Inc. Class C Common Stock. Each dividend equivalent right is the economic equivalent of one share of Clearway Energy, Inc. Class C Common Stock. Mr. Sotos was issued 39,599 Relative Performance Stock Units ("RPSUs") by Clearway Energy, Inc. (f/k/a NRG Yield, Inc.) (the "Company") under the Company's Amended and Restated 2013 Equity Incentive Plan (the "LTIP") on January 2, 2018. Based on the Company reaching a certain level of total shareholder return ("TSR"), 59,399 RPSUs vested on January 2, 2021. Mr. Sotos was entitled to receive (i) a maximum of 59,399 shares of Class C Common Stock if Company's TSR ranked at or above the 75th percentile relative to a peer group of companies approved by the Company's Compensation Committee (the "Peer Group") for the performance period (the "Maximum"); (ii) 39,599 shares if Company's TSR ranked at the 50th percentile relative to the Peer Group for the performance period (the "Target"); provided, however, if TSR was less than negative twenty percent (-20%), the Company's TSR must be ranked at the 60th percentile relative to the Peer Group for the performance period to receive the Target award; or (iii) 9,900 shares if Company's TSR ranked at the 25th percentile relative to the Peer Group for the performance period (the "Threshold"). The Reporting Person would not have received any shares if Company's TSR was below the 25th percentile relative to the Peer Group for the performance period. In connection with the vesting of the RPSUs described above, a previously accrued 6,868 dividend equivalent rights ("DERs") and an incremental 3,433 DERs vested and converted to Class C Common Stock resulting in the reporting person holding 8,908 DERs that may only be settled in Class C Common Stock. DERs accrue on the reporting person's outstanding RSUs and RPSUs, which become exercisable proportionately with the RSUs and RPSUs to which they relate and may only be settled in Clearway Energy, Inc. Class C Common Stock. Each DER is the economic equivalent of one share of Clearway Energy, Inc. Class C Common Stock. Mr. Sotos elected to satisfy his tax obligation upon the exchange of common stock for RPSUs having a value on the date of the exchange equal to the withholding obligation. This form reflects the surrender of 29,567 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation. /s/ Michael A. Brown, by Power of Attorney 2021-01-05