SEC Form 4
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*
MILLER W. THADDEUS
(Last) (First) (Middle)
CALPINE CORPORATION
717 TEXAS AVENUE, SUITE 1000
(Street)
HOUSTON TX 77002
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CALPINE CORP [ CPN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Chief Legal Officer & Sec
3. Date of Earliest Transaction (Month/Day/Year)
12/31/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 12/31/2015 F 33,968(1) D $14.47(2) 322,249 D
Common Stock, par value $0.001 per share 2,636 I By grantor retained annuity trust(3)
Common Stock, par value $0.001 per share 17,097 I By grantor retained annuity trust(3)(4)(5)
Common Stock, par value $0.001 per share 40,462 I As trustee for Son(6)
Common Stock, par value $0.001 per share 40,462 I As trustee for Son(6)
Common Stock, par value $0.001 per share 26,967 I As trustee for Son(6)
Common Stock, par value $0.001 per share 5,808 I By grantor retained annuity trust(7)
Common Stock, par value $0.001 per share 17,345 I By grantor retatined annuity trust(8)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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. Represents shares withheld by Calpine Corporation (the "Company") at the Reporting Person's request, as permitted under the Company's Amended and Restated 2008 Equity Incentive Plan to satisfy the Reporting Person's tax withholding obligation in connection with the vesting on Thursday, December 31, 2015 of certain shares of restricted stock previously awarded to the Reporting Person. There was no open market sale of shares by the Reporting Person.
2. Closing market price per share of the Company common stock on the transaction date.
3. On November 13, 2015, 9,217 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 2014 GRAT. The Reporting Person is the sole recipient of the annuity payments made by the November 2014 GRAT and serves as the trustee of the GRAT. See Footnote (5).
4. On November 13, 2015, 7,880 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 grantor retained annuity trust ("GRAT"). On November 13, 2015, the GRAT terminated pursuant to its terms. The Reporting Person was the sole recipient of the annuity payments made by the November 2013 GRAT and served as the trustee of the GRAT. See Footnote (5).
5. On November 13, 2015, the Reporting Person contributed 7,880 and 9,217 shares of Company common stock from his direct ownership account to fund a new GRAT (November 2015 GRAT). The Reporting Person is the sole recipient of the annuity payments made by the November 2015 GRAT and serves as the trustee of this GRAT.
6. 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 held by each trust and these shares continue to be reported on this Form 4 as indirectly owned.
7. 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.
8. The Reporting Person funded the GRAT in June 2015, is the sole recipient of the annuity payments made by this GRAT and serves as the trustee of this GRAT.
Remarks:
/s/ W. Thaddeus Miller 01/04/2016
** 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.