SEC Form 4 · accession 0001140361-16-046288
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
Dec 31, 2015
Accepted (ET)
Jan 4, 2016 · 5:43 pm EST
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,F2 | Dec 31, 2015 | F | 33,968 | $14.47 | D | 322,249 | D | |
| Common Stock, par value $0.001 per shareF3 | holding | — | — | — | 2,636 | I | By grantor retained annuity trust | |
| Common Stock, par value $0.001 per shareF3,F4,F5 | holding | — | — | — | 17,097 | I | By grantor retained annuity trust | |
| Common Stock, par value $0.001 per shareF6 | holding | — | — | — | 40,462 | I | As trustee for Son | |
| Common Stock, par value $0.001 per shareF6 | holding | — | — | — | 40,462 | I | As trustee for Son | |
| Common Stock, par value $0.001 per shareF6 | holding | — | — | — | 26,967 | I | As trustee for Son | |
| Common Stock, par value $0.001 per shareF7 | holding | — | — | — | 5,808 | I | By grantor retained annuity trust | |
| Common Stock, par value $0.001 per shareF8 | holding | — | — | — | 17,345 | I | By grantor retatined annuity trust |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents shares withheld by Calpine Corporation (the "Company") at the Reporting Person's request, as permitted under the Company's Amended and Restated 2008 Equity Incentive Plan to satisfy the Reporting Person's tax withholding obligation in connection with the vesting on Thursday, December 31, 2015 of certain shares of restricted stock previously awarded to the Reporting Person. There was no open market sale of shares by the Reporting Person.
- F2Closing market price per share of the Company common stock on the transaction date.
- F3On November 13, 2015, 9,217 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 November 2014 GRAT. The Reporting Person is the sole recipient of the annuity payments made by the November 2014 GRAT and serves as the trustee of the GRAT. See Footnote (5).
- F4On November 13, 2015, 7,880 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 November 2013 grantor retained annuity trust ("GRAT"). On November 13, 2015, the GRAT terminated pursuant to its terms. The Reporting Person was the sole recipient of the annuity payments made by the November 2013 GRAT and served as the trustee of the GRAT. See Footnote (5).
- F5On November 13, 2015, the Reporting Person contributed 7,880 and 9,217 shares of Company common stock from his direct ownership account to fund a new GRAT (November 2015 GRAT). The Reporting Person is the sole recipient of the annuity payments made by the November 2015 GRAT and serves as the trustee of this GRAT.
- F6The 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.
- F7The 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.
- 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.