SEC Form 4 · accession 0001140361-15-026319
CALPINE CORP · CPN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
W. Thaddeus Miller
Officer — EVP, Chief Legal Officer & Sec
Period of report
Jun 29, 2015
Accepted (ET)
Jul 1, 2015 · 6:55 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 | Jun 8, 2015 | G | 10,162 | $0.00 | D | 0 | I | By grantor retained annuity trust |
| Common Stock, par value $0.001 per shareF2 | Jun 8, 2015 | G | 7,183 | $0.00 | D | 5,808 | I | By grantor retained annuity trust |
| Common Stock, par value $0.001 per shareF4 | Jun 29, 2015 | M | 25,846 | $12.64 | A | 367,214 | D | |
| Common Stock, par value $0.001 per shareF4,F5 | Jun 29, 2015 | F | 21,385 | $17.99 | D | 345,829 | D | |
| Common Stock, par value $0.001 per shareF6 | Jul 1, 2015 | M | 13,402 | $12.64 | A | 359,231 | D | |
| Common Stock, par value $0.001 per shareF6,F5 | Jul 1, 2015 | F | 11,175 | $17.71 | D | 348,056 | D | |
| Common Stock, par value $0.001 per shareF2,F1,F3 | holding | — | — | — | 17,345 | I | By grantor retained annuity trust | |
| Common Stock, par value $0.001 per shareF7 | holding | — | — | — | 40,462 | I | As trustee for Son | |
| Common Stock, par value $0.001 per shareF7 | holding | — | — | — | 40,462 | I | As trustee for Son | |
| Common Stock, par value $0.001 per shareF7 | holding | — | — | — | 26,967 | I | As trustee for Son | |
| Common Stock, par value $0.001 per shareF8 | holding | — | — | — | 7,880 | I | By grantor retained annuity trust | |
| Common Stock, par value $0.001 per shareF9 | holding | — | — | — | 11,853 | I | By grantor retatined annuity trust |
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) | $12.46 | Jun 29, 2015 | M | 25,846 | A | Aug 11, 2013 | Aug 11, 2015 | Common Stock, par value $0.001 per share | 25,846 | 104,821 | D |
| Employee Stock Option (right to buy) | $12.46 | Jul 1, 2015 | M | 13,402 | A | Aug 11, 2013 | Aug 11, 2015 | Common Stock, par value $0.001 per share | 13,402 | 91,419 | D |
Explanation of responses
- F1On June 8, 2015, 10,162 shares of Calpine Corporation (the "Company") common stock were automatically transferred to the Reporting Person's direct ownership account in satisfaction of the annuity payment obligations pursuant to the terms of the May 2013 grantor retained annuity trust ("GRAT"). On June 8, 2015, the GRAT terminated pursuant to its terms. The Reporting Person was the sole recipient of the annuity payments made by the May 2013 GRAT and served as the trustee of the GRAT.
- F2On June 8, 2015, 7,183 shares of Company common stock were automatically transferred to the Reporting Person's direct ownership account in satisfaction of the annuity payment obligations pursuant to the terms of the May 2014 GRAT. The Reporting Person is the sole recipient of the annuity payments made by the May 2014 GRAT and serves as the trustee of the GRAT.
- F3On June 8, 2015, the Reporting Person contributed 10,162 and 7,183 shares of Company common stock from his direct ownership account to fund a new GRAT (June 2015 GRAT). The Reporting Person is the sole recipient of the annuity payments made by this GRAT and serves as the trustee of this GRAT.
- F4Represents a "net exercise" of vested stock options. There was no open market sale of shares by the reporting person. A total of 21,385 shares were withheld by the Company for payment of the exercise price and applicable taxes, and the net exercise resulted in 4,461 shares being issued by the Company to the reporting person.
- F5Closing market price of the Company common stock on the transaction date.
- F6Represents a "net exercise" of vested stock options. There was no open market sale of shares by the reporting person. A total of 11,175 shares were withheld by the Company for payment of the exercise price and applicable taxes, and the net exercise resulted in 2,227 shares being issued by the Company to the reporting person.
- F7The Reporting Person's children are respective beneficiaries of the trusts, and the Reporting Person and his spouse serve as trustees. The Reporting Person may be deemed to be an indirect beneficial owner of the shares held by each trust and these shares continue to be reported on this Form 4 as indirectly owned.
- F8The Reporting Person funded the GRAT in November 2013, is the sole recipient of the annuity payments made by this GRAT and serves as the trustee of this GRAT.
- F9The Reporting Person funded the GRAT in November 2014, is the sole recipient of the annuity payments made by this GRAT and serves as the trustee of this GRAT.