SEC Form 4 · accession 0000916457-18-000135

CALPINE CORP · CPN

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

Reporting owner

Officer — EVP, CLO and Secretary

Period of report

Mar 8, 2018

Accepted (ET)

Mar 12, 2018 · 5:11 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	D/I	Nature of ownership
Common Stock, par value $0.001 per share^F1	Mar 8, 2018	D	97,867	—	D	D
Common Stock, par value $0.001 per share^F1	Mar 8, 2018	D	157,381	—	D	I	By December 2016 GRAT
Common Stock, par value $0.001 per share^F1	Mar 8, 2018	D	26,967	—	D	I	By Trust
Common Stock, par value $0.001 per share^F1	Mar 8, 2018	D	40,462	—	D	I	By Trust
Common Stock, par value $0.001 per share^F1	Mar 8, 2018	D	11,676	—	D	I	By August 2016 GRAT
Common Stock, par value $0.001 per share^F1	Mar 8, 2018	D	40,462	—	D	I	By Trust

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Performance Stock Units^F2	—	Mar 8, 2018	D	47,520	D	—	—	Common Stock, par value $0.001 per share	47,520	D
Employee Stock Option (right to buy)^F3	$11.69	Mar 8, 2018	D	146,996	D	Dec 31, 2017	Feb 15, 2027	Common Stock, par value $0.001 per share	146,996	D
Employee Stock Option (right to buy)^F3	$9.49	Mar 8, 2018	D	100,000	D	May 17, 2012	May 7, 2019	Common Stock, par value $0.001 per share	100,000	D

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.
F2Pursuant 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).
F3Pursuant 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.