SEC Form 4 · accession 0001179110-19-000429
Clearway Energy, Inc. · CWEN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Christopher S Sotos
Officer — President and CEO · Director
Period of report
Jan 2, 2019
Accepted (ET)
Jan 4, 2019 · 4:42 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001567683
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class C Common Stock, par value $.01 per shareF1,F2 | Jan 2, 2019 | F | 3,847 | — | D | 138,854 | D | |
| Class C Common Stock, par value $.01 per shareF3,F4,F5 | Jan 2, 2019 | A | 29,307 | — | A | 168,161 | D | |
| Class C Common Stock, par value $.01 per shareF6,F7 | Jan 3, 2019 | F | 4,590 | — | D | 163,571 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Relative Performance Stock UnitsF8,F9 | — | Jan 2, 2019 | A | 54,671 | A | Jan 2, 2022 | Jan 2, 2022 | Class C Common Stock, par value $.01 per share | 82,006 | 54,671 | D |
Explanation of responses
- F1On 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, 2019, 7,080 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 3,847 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation.
- F2In connection with the vesting of the RSUs described above, 509 DERs converted to Class C Common Stock, resulting in the reporting person holding 23,251 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.
- F3Represents RSUs issued to Mr. Sotos under the LTIP.
- F4Each RSU is equivalent in value to one share of Clearway Energy, Inc.'s Class C Common Stock, par value $.01 per share.
- F5The Reporting Person will receive from Clearway Energy, 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 the grant.
- F6On January 3, 2017, Mr. Sotos was issued 26,274 Restricted Stock Units ("RSUs") by Clearway Energy, Inc. (f/k/a NRG Yield, Inc.) under 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 3, 2019, 8,749 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 4,590 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation.
- F7In connection with the vesting of the RSUs described above, 1,207 DERs converted to Class C Common Stock, resulting in the reporting person holding 22,044 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.
- F8The Reporting Person was issued 54,671 Relative Performance Stock Units ("RPSUs") by Clearway Energy, Inc. under the LTIP on January 2, 2019. The RPSUs will convert to shares of Clearway Energy, Inc. Class C Common Stock on January 2, 2022 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.
- F9Reporting Person will receive (i) a maximum of 82,006 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) 54,671 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) 13,667 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.