FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CALPINE CORP [ CPN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/21/2014 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock, par value $0.001 per share | 11/11/2014 | G | V | 2,979(1) | D | $0 | 0 | I | By grantor retained annuity trust | |
Comon Stock, par value $0.001 peer share | 12/21/2014 | F | 11,784(7) | D(8) | $21.85(8) | 310,439(4)(1) | D | |||
Common Stock, par value $0.001 per share | 40,462(1) | I | As trustee for Son(2) | |||||||
Common Stock, par value $0.001 per share | 40,462(1) | I | As trustee for Son(2) | |||||||
Common Stock, par value $0.001 per share | 26,967(1) | I | As trustee for Son(2) | |||||||
Common Stock, par value $0.001 per share | 7,880 | I | By grantor retained annuity trust(3)(4) | |||||||
Common Stock, par value $0.001 per share | 11,853 | I | By grantor retained annuity trust(3)(4)(1) | |||||||
Common Stock, par value $0.001 per share | 10,162 | I | By grantor retained annuity trust(5) | |||||||
Common Stock, par value $0.001 per share | 12,991 | I | By grantor retained annuity trust(6) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. On November 11, 2014, 7,073 shares of Calpine Corporation (the "Company") common stock were automatically transferred to the Reporting Person's direct ownership account in satisfaction of the annuity payment obligations pursuant to the terms of the November 2012 grantor retained annuity trust ("GRAT"). On November 11, 2014, the GRAT terminated pursuant to its terms and 1,117, 1,117 and 745 shares of Company common stock were automatically transferred to three separate trusts as described in footnote (2). The Reporting Person was the sole recipient of the annuity payments made by the November 2012 GRAT and served as the trustee of the GRAT. |
2. Includes shares of Company common stock automatically transferred to three trusts upon termination of the November 2012 GRAT. The Reporting Person's children are respective beneficiaries of the trusts, and the Reporting Person and his spouse serve as trustees. The Reporting Person may be deemed to be an indirect beneficial owner of the shares acquired by each trust and these shares continue to be reported on this Form 4 as indirectly owned. |
3. On November 11, 2014, 4,780 shares of Company common stock were automatically transferred to the Reporting Person's direct ownership account in satisfaction of the annuity payment obligations pursuant to the terms of the November 2013 GRAT. The Reporting Person is the sole recipient of the annuity payments made by the November 2013 GRAT and serves as the trustee of the GRAT. |
4. On November 12, 2014, the Reporting Person contributed 7,073 and 4,780 shares of Company common stock from his direct ownership account to fund a new GRAT. The Reporting Person is the sole recipient of the annuity payments made by this GRAT and serves as the trustee of this GRAT. |
5. The Reporting Person funded this GRAT on May 7, 2013, is the sole recipient of the annuity payments made by this GRAT and serves as the trustee of this GRAT. |
6. The Reporting Person funded the GRAT in May 2014, is the sole recipient of the annuity payments made by this GRAT and serves as the trustee of this GRAT. |
7. Represents shares withheld by the Company, at the Reporting Person's request, as permitted under the Calpine Corporation 2008 Equity Incentive Plan (the "Equity Plan"), to satisfy the Reporting Person's tax withholding obligation in connection with the vesting on Sunday, December 21, 2014 of certain shares of restricted stock previously awarded to the Reporting Person. There was no open market sale of shares by the Reporting Person. |
8. Closing market price of the Company common stock on Friday, December 19, 2014, representing the closing price per share on the next immediately preceding day on which the New York Stock Exchange was open for trading preceding the Sunday, December 21, 2014 vesting date, as provided under the Equity Plan. |
Remarks: |
/s/ W. Thaddeus Miller | 12/22/2014 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |