SEC Form 4 · accession 0001140361-15-027314
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
Jul 8, 2015
Accepted (ET)
Jul 10, 2015 · 4:58 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 | Jul 8, 2015 | M | 7,180 | $12.64 | A | 356,250 | D | |
| Common Stock, par value $0.001 per shareF1,F2 | Jul 8, 2015 | F | 6,035 | $17.43 | D | 350,215 | D | |
| Common Stock, par value $0.001 per shareF3 | Jul 9, 2015 | M | 2,872 | $12.64 | A | 353,087 | D | |
| Common Stock, par value $0.001 per shareF3,F2 | Jul 9, 2015 | F | 2,419 | $17.37 | D | 350,668 | D | |
| Common Stock, par value $0.001 per shareF4 | holding | — | — | — | 40,462 | I | As trustee for Son | |
| Common Stock, par value $0.001 per shareF4 | holding | — | — | — | 40,462 | I | As trustee for Son | |
| Common Stock, par value $0.001 per shareF4 | holding | — | — | — | 26,967 | I | As trustee for Son | |
| Common Stock, par value $0.001 per shareF5 | holding | — | — | — | 7,880 | I | By grantor retained annuity trust | |
| Common Stock, par value $0.001 per shareF6 | holding | — | — | — | 5,808 | I | By grantor retained annuity trust | |
| Common Stock, par value $0.001 per shareF7 | holding | — | — | — | 11,853 | I | By grantor retatined annuity trust | |
| Common Stock, par value $0.001 per shareF8 | holding | — | — | — | 17,345 | I | By grantor retained 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) | $12.64 | Jul 8, 2015 | M | 7,180 | D | Aug 11, 2013 | Aug 11, 2015 | Common Stock, par value $0.001 per share | 7,180 | 78,017 | D |
| Employee Stock Option (right to buy) | $12.64 | Jul 9, 2015 | M | 2,872 | D | Aug 11, 2013 | Aug 11, 2015 | Common Stock, par value $0.001 per share | 2,872 | 75,145 | D |
Explanation of responses
- F1Represents a "net exercise" of vested stock options. There was no open market sale of shares by the reporting person. A total of 6,035 shares were withheld by Calpine Corporation (the "Company") for payment of the exercise price and applicable taxes, and the net exercise resulted in 1,145 shares being issued by the Company to the reporting person.
- F2Closing market price of the Company common stock on the transaction date.
- F3Represents a "net exercise" of vested stock options. There was no open market sale of shares by the reporting person. A total of 2,419 shares were withheld by the Company for payment of the exercise price and applicable taxes, and the net exercise resulted in 453 shares being issued by the Company to the reporting person.
- F4The 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.
- F5The 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.
- F6The Reporting Person funded the GRAT in May 2014, is the sole recipient of the annuity payments made by this GRAT and serves as the trustee of this GRAT.
- F7The 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.
- F8The Reporting Person funded the GRAT in June 2015, is the sole recipient of the annuity payments made by this GRAT and serves as the trustee of this GRAT.