SEC Form 4 · accession 0000916457-18-000017
CALPINE CORP · CPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Charles M. Gates
Officer — EVP, Power Operations
Period of report
Feb 15, 2018
Accepted (ET)
Feb 20, 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 | Feb 15, 2018 | M | 10,755 | $0.00 | A | 37,883 | D | |
| Common Stock, par value $0.001 per shareF4 | Feb 15, 2018 | F | 2,838 | $15.07 | D | 35,045 | D |
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 | — | Feb 15, 2018 | M | 10,755 | D | — | — | Common Stock, par value $0.001 per share | 10,755 | 21,512 | 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 32,267 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 February 15, 2018 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 the transaction date.
- F5Award of restricted stock units pursuant to the Equity Plan. The grant was approved by the Board of Directors on February 15, 2017 contingent upon shareholder approval of the Equity Plan. The Equity Plan was approved by the Company's shareholders at the 2017 Annual Meeting on May 10, 2017 and became effective as of that date. The award vests in three equal annual installments on the first, second and third anniversary dates of the grant date. Vested shares will be delivered to the reporting person on the settlement date unless the Issuer elects to settle the restricted stock units in cash or a combination of shares and cash, at the Company's discretion.