Sec Form 4 Filing - Plotkin Chad @ Clearway Energy, Inc. - 2020-01-03

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Plotkin Chad 2. Issuer Name and Ticker or Trading Symbol Clearway Energy, Inc. [ CWEN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP and CFO (Last) (First) (Middle) CLEARWAY ENERGY, INC., 300 CARNEGIE CENTER, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 01/03/2020 (Street) PRINCETON, NJ08540 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class C Common Stock, par value $.01 per share 01/03/2020 M 17,308 A 46,943 D Class C Common Stock, par value $.01 per share 01/03/2020 M 1,219 A 48,162 D Class C Common Stock, par value $.01 per share 01/03/2020 F 9,708 D 38,454 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Relative Performance Stock Units ( 1 ) ( 2 ) 01/03/2020 M 11,025 01/03/2020 01/03/2020 Class C Common Stock, par value $.01 per share 17,308 $ 0 0 D Dividend Equivalent Rights ( 3 ) 01/03/2020 M 1,219 ( 3 ) 01/03/2020 Class C Common Stock, par value $.01 per share 1,219 ( 3 ) 1,219 D Dividend Equivalent Rights ( 3 ) 01/03/2020 M 1,219 ( 3 ) 01/03/2020 Class C Common Stock, par value $.01 per share 1,219 ( 3 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Plotkin Chad CLEARWAY ENERGY, INC. 300 CARNEGIE CENTER, SUITE 300 PRINCETON, NJ08540 SVP and CFO Signatures /s/ Michael A. Brown, by Power of Attorney 01/07/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Mr. Plotkin was issued 11,025 Relative Performance Stock Units ("RPSUs") by Clearway Energy, Inc. (f/k/a NRG Yield, Inc.)(the "Company") under the Company's Amended and Restated 2013 Equity Incentive Plan (the "LTIP") on January 3, 2017. Based on the Company reaching a certain level of total shareholder return ("TSR"), 17,308 RPSUs vested on January 3, 2020. ( 2 )Mr. Plotkin was entitled to receive (i) a maximum of 22,050 shares of Class C Common Stock if Company's TSR ranked at or above the 75th percentile relative to a peer group of companies approved by the Company's Compensation Committee (the "Peer Group") for the performance period (the "Maximum"); (ii) 11,025 shares if Company's TSR ranked at the 50th percentile relative to the Peer Group for the performance period (the "Target"); provided, however, if TSR was less than negative twenty percent (-20%), the Company's TSR must be ranked at the 60th percentile relative to the Peer Group for the performance period to receive the Target award; or (iii) 2,756 shares if Company's TSR ranked at the 25th percentile relative to the Peer Group for the performance period (the "Threshold"). The Reporting Person would not have received any shares if Company's TSR was below the 25th percentile relative to the Peer Group for the performance period. ( 3 )In connection with the vesting of the RPSUs described above, a previously accrued 2,139 dividend equivalent rights ("DERs") and an incremental 1,219 DERs vested and converted to Class C Common Stock resulting in the reporting person holding 2,771 DERs that may only be settled in Class C Common Stock. DERs accrue on the reporting person's outstanding RSUs and RPSUs, which become exercisable proportionately with the RSUs and RPSUs to which they relate and may only be settled in Clearway Energy, Inc. Class C Common Stock. Each DER is the economic equivalent of one share of Clearway Energy, Inc. Class C Common Stock. ( 4 )Mr. Plotkin elected to satisfy his tax obligation upon the exchange of common stock for RPSUs having a value on the date of the exchange equal to the withholding obligation. This form reflects the surrender of 9,708 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.