SEC Form 4 · accession 0000916457-17-000174
CALPINE CORP · CPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
W. Thaddeus Miller
Officer — EVP, CLO and Secretary
Period of report
Dec 13, 2017
Accepted (ET)
Dec 18, 2017 · 7:27 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000916457
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.001 per shareF1,F2 | Dec 13, 2017 | S | 177,627 | $15.12 | D | 157,381 | I | By December 2016 GRAT |
| Common Stock, par value $0.001 per shareF2,F3,F4,F5 | holding | — | — | — | 61,150 | D | ||
| Common Stock, par value $0.001 per shareF3,F5 | holding | — | — | — | 11,676 | I | By August 2016 GRAT | |
| Common Stock, par value $0.001 per share | holding | — | — | — | 26,967 | I | By Trust | |
| Common Stock, par value $0.001 per share | holding | — | — | — | 40,462 | I | By Trust | |
| Common Stock, par value $0.001 per share | holding | — | — | — | 40,462 | I | By Trust |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents open-market sale of shares of common stock of Calpine Corporation (the "Company") in connection with year-end tax-planning activities. The price reported in column 4 is a weighted average price. These shares were sold in multiple open-market transactions at prices ranging from $15.08 per share to $15.135 per share, inclusive. The Reporting Person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased sold at each separate price within the ranges set forth herein.
- F2On December 15, 2016, 2,636 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 and 10,123 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 2015 GRAT; the November 2014 GRAT terminated pursuant to its terms. The Reporting Person was the sole recipient of the annuity payments made by the November 2014 GRAT and served as the trustee of the GRAT. On December 29, 2016, the Reporting Person contributed 335,008 shares from his direct ownership account to fund a new GRAT (December 2016 GRAT).
- F3On August 22, 2016, 5,808 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 May 2014 GRAT and 12,969 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 June 2015 GRAT; the May 2014 GRAT terminated pursuant to its terms. The Reporting Person was the sole recipient of the annuity payments made by the November 2014 GRAT and served as the trustee of the GRAT. On August 22, 2016, the Reporting Person contributed 18,777 shares from his direct ownership account to fund a new GRAT (August 2016 GRAT).
- F4On June 30, 2017, 4,376 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 June 2015 GRAT; the June 2015 GRAT terminated pursuant to its terms. Reporting Person was the sole recipient of the annuity payments made by the June 2015 GRAT and served as the trustee ofthe GRAT.
- F5On November 21, 2017, 7,101 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 August 2016 GRAT. The Reporting Person is the sole recipient of the annuity payments made by the August 2016 GRAT and serves as the trustee; 6,974 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 2015 GRAT and the GRAT terminated pursuant to its terms. The Reporting Person was the sole recipient of the annuity payments made by the November 2015 GRAT and served as the trustee of the GRAT.