Sec Form 4 Filing - Novotny Andrew R. @ CALPINE CORP - 2018-02-15

Insider filing report for Changes in Beneficial Ownership
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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
Novotny Andrew R.
2. Issuer Name and Ticker or Trading Symbol
CALPINE CORP [ CPN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SVP, Commercial Operations
(Last) (First) (Middle)
CALPINE CORPORATION, 717 TEXAS AVENUE, SUITE 1000
3. Date of Earliest Transaction (MM/DD/YY)
02/15/2018
(Street)
HOUSTON, TX77002
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
Common Stock, par value $0.001 per share 02/15/2018 M( 1 ) 8,229 A $ 0 ( 2 ) 58,157 D
Common Stock, par value $0.001 per share 02/15/2018 F( 3 ) 2,286 D $ 15.07 ( 4 ) 55,871 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
Restricted Stock U nits ( 2 ) 02/15/2018 M 8,229 ( 5 ) ( 5 ) Common Stock, par value $0.001 per share 8,229 $ 0 16,459 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Novotny Andrew R.
CALPINE CORPORATION
717 TEXAS AVENUE, SUITE 1000
HOUSTON, TX77002
SVP, Commercial Operations
Signatures
/s/ W. Thaddeus Miller by Power of Attorney 02/20/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the conversion upon vesting of restricted stock units ("RSUs") into common stock of Calpine Corporation (the "Company"). On May 10, 2017, the reporting person was granted 24,688 RSUs that were previously reported on Table II of a Form 4 filed with the Securities and Exchange Commission on May 10, 2017.
( 2 )RSUs convert into common stock on a one-for-one basis.
( 3 )Represents shares withheld by the Company at the reporting person's request, as permitted under the Company's 2017 Equity Incentive Plan (the "Equity Plan"), to satisfy the reporting person's tax withholding obligation in connection with the vesting on February 15, 2018 of certain shares of restricted stock units previously awarded to the reporting person. There was no open market sale of shares by the reporting person.
( 4 )Closing market price of the Company common stock on the transaction date.
( 5 )Award of restricted stock units pursuant to the Equity Plan. The grant was approved by the Board of Directors on February 15, 2017 contingent upon shareholder approval of the Equity Plan. The Equity Plan was approved by the Company's shareholders at the 2017 Annual Meeting on May 10, 2017 and became effective as of that date. The award vests in three equal annual installments on the first, second and third anniversary dates of the grant date. Vested shares will be delivered to the reporting person on the settlement date unless the Issuer elects to settle the restricted stock units in cash or a combination of shares and cash, at the Company's discretion.

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).
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