SEC Form 4 · accession 0001179110-18-000534

Clearway Energy, Inc. · CWEN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1On August 8, 2016, Mr. Sotos was issued 80,192 Restricted Stock Units ("RSUs") by NRG Yield, Inc. under NRG Yield, Inc.'s Amended and Restated 2013 Equity Incentive Plan (the "LTIP") that vest as follows: (1) 4,812 shares on January 2, 2017, (2) 8,821 shares on January 2, 2018, and (3) 66,559 shares on January 4, 2019. Each RSU is equivalent in value to one share of Class C Common Stock of NRG Yield, Inc., par value $.01. On January 2, 2018, 8,821 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 5,058 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation.
• F2In connection with the vesting of the RSUs described above, 832 DERs converted to Class C Common Stock, resulting in the reporting person holding 10,318 dividend equivalent rights that may only be settled in Class C Common Stock. Dividend equivalent rights accrue on the reporting person's restricted stock units or market stock units, which become exercisable proportionately with the restricted stock units or market stock units to which they relate and may only be settled in NRG Yield, Inc. Class C Common Stock. Each dividend equivalent right is the economic equivalent of one share of NRG Yield, Inc. Class C Common Stock.
• F3Represents RSUs issued to Reporting Person under the LTIP.
• F4Each RSU is equivalent in value to one share of NRG Yield, Inc.'s Class C Common Stock, par value $.01 per share.
• F5The Reporting Person will receive from NRG Yield, Inc. one such share of Class C Common Stock for each RSU that will vest ratably over a three year period beginning on the first anniversary of the date of grant.
• F6The Reporting Person was issued 39,599 Relative Performance Stock Units ("RPSUs") by NRG Yield, Inc. under the LTIP on January 2, 2018. The RPSUs will convert to shares of NRG Yield, Inc. Class C Common Stock on January 2, 2021 only in the event the Company has achieved a certain level of total shareholder return ("TSR") relative to the Peer Group (defined below) over a three-year performance period. The number of shares of Common Stock that the Reporting Person may receive is interpolated for TSR falling between Threshold, Target, and Maximum levels as described below.
• F7Reporting Person will receive (i) a maximum of 59,399 shares of Class C Common Stock if Company's TSR is 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 ("Maximum"); (ii) 39,599 shares of Class C Common Stock if Company's TSR is ranked at the 50th percentile relative to the Peer Group for the performance period (the "Target"); provided, however, if TSR is 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 of Common Stock if Company's TSR is ranked at the 25th percentile relative to the Peer Group for the performance period (the "Threshold"). The Reporting Person will not receive any shares of Common Stock if Company's TSR is below the 25th percentile relative to the Peer Group for the performance period.