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Sec Form 4 Filing - Plotkin Chad @ Clearway Energy Inc. - 2021-01-02

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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
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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)
01/02/2021
(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 01/02/2021 F 1,227 D 47,985 ( 2 ) D
Class C Common Stock, par value $.01 per share 01/02/2021 F 1,658 D 46,327 ( 4 ) D
Class C Common Stock, par value $.01 per share 01/02/2021 M 16,632 A 62,959 D
Class C Common Stock, par value $.01 per share 01/02/2021 M 961 A 63,920 D
Class C Common Stock, par value $.01 per share 01/02/2021 D 9,316 D 54,604 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 ( 5 ) ( 6 ) 01/02/2021 M 11,088 01/02/2021 01/02/2021 Class C Common Stock, par value $.01 per share 16,632 $ 0 0 D
Dividend Equivalent Rights ( 7 ) 01/02/2021 M 961 ( 7 ) 01/02/2021 Class C Common Stock, par value $.01 per share 961 ( 7 ) 961 D
Dividend Equivalent Rights ( 7 ) 01/02/2021 M 961 ( 7 ) 01/02/2021 Class C Common Stock, par value $.01 per share 961 ( 7 ) 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 01/05/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )On January 2, 2018, Mr. Plotkin was issued 5,954 Restricted Stock Units ("RSUs") by Clearway Energy, Inc. (f/k/a NRG Yield, Inc.) under Clearway Energy Inc.'s Amended and Restated 2013 Equity Incentive Plan (the "LTIP"). These RSUs vest ratably over a three-year period beginning on the first anniversary of the date of the grant. Each RSU is equivalent in value to one share of Class C Common Stock of Clearway Energy Inc., par value $.01 per share. On January 2, 2021, 1,989 shares vested. Mr. Plotkin elected to satisfy his tax obligation upon the exchange of common stock for RSUs having a value on the date of the exchange equal to the withholding obligation. This form reflects the surrender of 1,227 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation.
( 2 )In connection with the vesting of the RSUs described above, 344 DERs converted to Class C Common Stock, resulting in the reporting person holding 4,934 dividend equivalent rights that may only be settled in Class C Common Stock. Dividend equivalent rights accrue on the reporting person's restricted stock, which become exercisable proportionately with the restricted stock units to which they relate and may only be settled in Clearway Energy, Inc. Class C Common Stock. Each dividend equivalent right is the economic equivalent of one share of Clearway Energy, Inc. Class C Common Stock.
( 3 )On January 2, 2019, Mr. Plotkin was issued 9,114 Restricted Stock Units ("RSUs") by Clearway Energy, Inc. (f/k/a NRG Yield, Inc.) under Clearway Energy Inc.'s Amended and Restated 2013 Equity Incentive Plan (the "LTIP"). These RSUs vest ratably over a three-year period beginning on the first anniversary of the date of the grant. Each RSU is equivalent in value to one share of Class C Common Stock of Clearway Energy Inc., par value $.01 per share. On January 2, 2021, 3,035 shares vested. Mr. Plotkin elected to satisfy his tax obligation upon the exchange of common stock for RSUs having a value on the date of the exchange equal to the withholding obligation. This form reflects the surrender of 1,658 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation.
( 4 )In connection with the vesting of the RSUs described above, 287 DERs converted to Class C Common Stock, resulting in the reporting person holding 4,647 dividend equivalent rights that may only be settled in Class C Common Stock. Dividend equivalent rights accrue on the reporting person's restricted stock, which become exercisable proportionately with the restricted stock units to which they relate and may only be settled in Clearway Energy, Inc. Class C Common Stock. Each dividend equivalent right is the economic equivalent of one share of Clearway Energy, Inc. Class C Common Stock.
( 5 )Mr. Plotkin was issued 11,088 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 2, 2018. Based on the Company reaching a certain level of total shareholder return ("TSR"), 16,632 RPSUs vested on January 2, 2021.
( 6 )Mr. Plotkin was entitled to receive (i) a maximum of 16,632 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) 11,088 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) 2,772 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.
( 7 )In connection with the vesting of the RPSUs described above, a previously accrued 1,923 dividend equivalent rights ("DERs") and an incremental 916 DERs vested and converted to Class C Common Stock resulting in the reporting person holding 2,724 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.
( 8 )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 9,316 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).

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