SEC Form 4 · accession 0001179110-19-000561

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 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 January 2, 2017. 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 4, 2019, 66,559 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 38,165 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation.
• F2In connection with the vesting of the RSUs described above, 11,524 DERs converted to Class C Common Stock, resulting in the reporting person holding 10,520 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.