SEC Form 4 · accession 0000916457-18-000002
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 31, 2017
Accepted (ET)
Jan 3, 2018 · 4:37 pm 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 shareF2 | Dec 31, 2017 | M | 59,622 | $0.00 | A | 120,772 | D | |
| Common Stock, par value $0.001 per shareF4 | Dec 31, 2017 | F | 22,905 | $15.13 | D | 97,867 | D | |
| Common Stock, par value $0.001 per share | holding | — | — | — | 157,381 | I | By December 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 | — | — | — | 11,676 | I | By August 2016 GRAT | |
| 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
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2,F5 | $0.00 | Dec 31, 2017 | M | 59,622 | D | — | — | Common Stock, par value $0.001 per share | 59,622 | 0 | D |
Explanation of responses
- F1Represents the conversion upon vesting of restricted stock units ("RSUs") into common stock of Calpine Corporation (the "Company"). On May 10, 2017, the reporting person was granted 59,622 RSUs that were previously reported on Table II of a Form 4 filed with the Securities and Exchange Commission on May 10, 2017.
- F2RSUs convert into common stock on a one-for-one basis.
- F3Represents shares withheld by the Company at the reporting person's request, as permitted under the Company's 2017 Equity Incentive Plan (the "Equity Plan"), to satisfy the reporting person's tax withholding obligation in connection with the vesting on December 31, 2017 of certain shares of restricted stock units previously awarded to the reporting person. There was no open market sale of shares by the reporting person.
- F4Closing market price of the Company common stock on Friday, December 29, 2017, representing the closing price per share on the day immediately preceding the Sunday, December 31, 2017 vesting date, on which the New York Stock Exchange was open for trading, as provided under the Equity Plan.
- F5The award vested on December 31, 2017.