Sec Form 4 Filing - Novotny Andrew R. @ CALPINE CORP - 2018-03-08

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) 03/08/2018 (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 03/08/2018 D( 1 ) 52,768 D 0 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 Units ( 2 ) 03/08/2018 D 16,459 ( 2 ) ( 2 ) Common Stock, par value $0.001 per share 16,459 ( 2 ) 0 D Performance Stock Units ( 3 ) 03/08/2018 D 8,745 ( 3 ) ( 3 ) Common Stock, par value $0.001 per share 8,745 ( 3 ) 0 D Employee Stock Option (right to buy) $ 16.81 03/08/2018 D 8,880 04/16/2015 04/16/2022 Common Stock, par value $0.001 per share 8,880 ( 4 ) 0 D Employee Stock Option (right to buy) $ 11.69 03/08/2018 D 27,052 02/15/2020 02/15/2027 Common Stock, par value $0.001 per share 27,052 ( 5 ) 0 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 03/12/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On August 17, 2017, Calpine Corporation, a Delaware corporation the ("Company"), entered into an Agreement and Plan of Merger, dated August 17, 2017 (the "Merger Agreement") with Volt Parent, LP, a Delaware limited partnership ("Parent"), and Volt Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a subsidiary of Parent on the terms and conditions set forth in the Merger Agreement. At the effective time of the Merger, these shares of common stock have been converted into the right to receive $15.25 in cash, without interest. ( 2 )Award of restricted stock units ("RSU") pursuant to Calpine Corporation's 2017 Equity Incentive Plan (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. Each RSU converts into common stock on a one for one basis. Pursuant to the Merger Agreement, these RSUs were cancelled in exchange for the right to receive a cash payment of $15.25 for each such RSU. ( 3 )Pursuant to the Merger Agreement, these performance share units ("PSU") were cancelled in exchange for the right to receive a cash payment of $15.25 for each share of common stock underlying such PSU (assuming for this purpose that performance in respect of all such outstanding PSUs was achieved at a level that resulted in a payout of 150% of the target award). ( 4 )Pursuant to the Merger Agreement, this derivative security was cancelled for no consideration. ( 5 )Pursuant to the Merger Agreement, this derivative security was cancelled in exchange for a cash payment equal to the difference between the exercise price and $15.25.

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