SEC Form 4 · accession 0000916457-18-000123
CALPINE CORP · CPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jack A Fusco
Director
Period of report
Mar 8, 2018
Accepted (ET)
Mar 12, 2018 · 4:39 pm EDT
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 | Mar 8, 2018 | D | 8,410 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F2 | $9.49 | Mar 8, 2018 | D | 300,000 | D | May 9, 2012 | May 9, 2019 | Common Stock, par value $0.001 per share | 300,000 | 0 | D |
Explanation of responses
- F1On August 17, 2017, Calpine Corporation, a Delaware corporation the ("Company"), entered into an Agreement and Plan of Merger, dated August 17, 2017 (the "Merger Agreement") with Volt Parent, LP, a Delaware limited partnership ("Parent"), and Volt Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a subsidiary of Parent on the terms and conditions set forth in the Merger Agreement. At the effective time of the Merger, these shares of common stock have been converted into the right to receive $15.25 in cash, without interest.
- F2This derivative security was cancelled pursuant to the Merger Agreement in exchange for a cash payment equal to the difference between the exercise price and $15.25.