SEC Form 4 · accession 0000916457-18-000133

CALPINE CORP · CPN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Zamir Rauf

Officer — EVP and CFO

Period of report

Mar 8, 2018

Accepted (ET)

Mar 12, 2018 · 5:02 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 share^F1	Mar 8, 2018	D	178,539	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Restricted Stock Units^F2	—	Mar 8, 2018	D	29,204	D	—	—	Common Stock, par value $0.001 per share	29,204	D
Performance Stock Units^F3	—	Mar 8, 2018	D	34,914	D	—	—	Common Stock, par value $0.001 per share	34,914	D
Employee Stock Option (right to buy)^F4	$8.01	Mar 8, 2018	D	100,000	D	Dec 17, 2011	Dec 17, 2018	Common Stock, par value $0.001 per share	100,000	D
Employee Stock Option (right to buy)^F5	$15.31	Mar 8, 2018	D	138,272	D	Feb 28, 2015	Feb 28, 2022	Common Stock, par value $0.001 per share	138,272	D
Employee Stock Option (right to buy)^F4	$14.30	Mar 8, 2018	D	149,431	D	Feb 14, 2014	Feb 14, 2021	Common Stock, par value $0.001 per share	149,431	D
Employee Stock Option (right to buy)^F4	$11.24	Mar 8, 2018	D	69,963	D	Feb 24, 2013	Feb 24, 2020	Common Stock, par value $0.001 per share	69,963	D
Employee Stock Option (right to buy)^F4	$11.69	Mar 8, 2018	D	108,001	D	Feb 15, 2020	Feb 15, 2027	Common Stock, par value $0.001 per share	108,001	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.
F2Award of restricted stock units ("RSU") pursuant to Calpine Corporation's 2017 Equity Incentive Plan (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. Each RSU converts into common stock on a one for one basis. Pursuant to the Merger Agreement, these RSUs were cancelled in exchange for the right to receive a cash payment of $15.25 for each such RSU.
F3Pursuant to the Merger Agreement, these performance share units ("PSU") were cancelled in exchange for the right to receive a cash payment of $15.25 for each share of common stock underlying such PSU (assuming for this purpose that performance in respect of all such outstanding PSUs was achieved at a level that resulted in a payout of 150% of the target award).
F4Pursuant to the Merger Agreement, this derivative security was cancelled in exchange for a cash payment equal to the difference between the exercise price and $15.25.
F5Pursuant to the Merger Agreement, this derivative security was cancelled for no consideration.