Calpine Corp - Statement of Changes in Beneficial Ownership (4)
March 19 2008 - 3:56PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
LSP Cal Holdings II, LLC
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2. Issuer Name
and
Ticker or Trading Symbol
CALPINE CORP
[
CPN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
1700 BROADWAY, 35TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/17/2008
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(Street)
NEW YORK, NY 10019
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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3/17/2008
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P
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103600
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A
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$16.48
(1)
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10040451
(2)
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D
(3)
(4)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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Exclusive of brokerage fees and commissions.
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(
2)
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Includes 764,274 shares which the Reporting Person has the right to receive in satisfaction of various claims held by it pursuant to the Issuer's Sixth Amended Joint Plan of Reorganization. The Reporting Person anticipates receipt of such shares within 60 days herof.
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(
3)
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LS Power Equity Partners II, L.P. ("LSPEP II") is the Managing Member of LSP Cal Holdings II, LLC ("LSP Cal II"). Due to its relationship with LSP Cal II, LSPEP II may be deemed to have shared voting and investment power with respect to the shares beneficially owned by LSP Cal II. As such, LSPEP II may be deemed to have shared beneficial ownership of the shares of which LSP Cal II is the owner. LSPEP II however, disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.
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(
4)
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LS Power Partners II, L.P. ("Partners II") is the general partner of each of LSPEP II and LS Power Equity Partners II PIE, L.P. ("PIE II"). PIE II owns 100% of LSP Cal EB II, Ltd. ("LSP EB II"). LSPEP II, PIE II and LSP EB II are together the members of LSP Cal II. Due to its relationship with LSP Cal II, Partners II may be deemed to have shared voting and investment power with respect to the shares beneficially owned by LSP Cal II. As such, Partners II may be deemed to have shared beneficial ownership of the shares of which LSP Cal II is the owner. Partners II, however, disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. For further details relating to the Reporting Person's ownership structure, please refer to the Schedule 13 D filed with the Securities and Exchange Commission on February 11, 2008.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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LSP Cal Holdings II, LLC
1700 BROADWAY
35TH FLOOR
NEW YORK, NY 10019
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X
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Signatures
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/s/ James Bartlett as Attorney-in-fact
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3/19/2008
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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