- Amended Statement of Changes in Beneficial Ownership (4/A)
June 26 2009 - 7:22PM
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
*
PATTERSON WILLIAM J
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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)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
591 REDWOOD HIGHWAY, SUITE 3215
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/7/2009
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(Street)
MILL VALLEY, CA 94941
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
5/11/2009
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ 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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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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Restricted Stock Units
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(1)
(2)
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5/7/2009
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A
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14224
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(1)
(2)
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(1)
(2)
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Common Stock
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14224
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$0
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16944
(1)
(2)
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D
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Explanation of Responses:
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(
1)
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The Form 4 initially filed by the reporting persons on May 11, 2009 had a typographical error. This amendment is being filed to correct the number of restricted stock units to 14,224 from 14,214 units previously reported.
This is an award of restricted stock units, 8,956 of which are pursuant to the Issuer's 2008 Directors Incentive Plan and 5,268 of which are pursuant to the Issuer's 2008 Equity Incentive Plan. The award vests and becomes nonforfeitable on the first anniversary of the grant date. Each restricted stock unit represents a contingent right to receive one share of common stock of Calpine Corp. and becomes payable on the earliest to occur of (i) the reporting person's Elected Distribution Date of May 7, 2011, (ii) the consummation of a Change in Control or (iii) upon termination of service on the Board. These awards of restricted stock units were made to William J. Patterson ("WJP") as a Director and Chairman of the Board of the Issuer.
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(
2)
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Pursuant to the partnership agreement governing SPO Partners II, L.P. ("SPO Partners"), these units and profits arising therefrom, may be deemed to be beneficially owned by SPO Partners, and certain of it's affiliates. These units are in addition to 2,720 restricted stock units previously awarded to WJP and previously reported as restricted stock in Table I above.
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Remarks:
The individuals and entities listed in the note above may be deemed to form a "group", as such term is defined in Rule 13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, for purposes of this filing. This filing shall not be deemed as an admission by any such person that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this statement. Each such person disclaims beneficial ownership of the reported securities except to the extent of such person's pecuniary interest, if any, therein.
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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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PATTERSON WILLIAM J
591 REDWOOD HIGHWAY, SUITE 3215
MILL VALLEY, CA 94941
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X
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X
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SPO ADVISORY CORP
591 REDWOOD HIGHWAY, SUITE 3215
MILL VALLEY, CA 94941
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X
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SPO ADVISORY PARTNERS LP
591 REDWOOD HIGHWAY, SUITE 3215
MILL VALLEY, CA 94941
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X
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SPO PARTNERS II LP
591 REDWOOD HIGHWAY, SUITE 3215
MILL VALLEY, CA 94941
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X
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SCULLY JOHN H
591 REDWOOD HIGHWAY, SUITE 3215
MILL VALLEY, CA 94941
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X
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OBERNDORF WILLIAM E
591 REDWOOD HIGHWAY, SUITE 3215
MILL VALLEY, CA 94941
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X
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MCDERMOTT EDWARD H
591 REDWOOD HIGHWAY , SUITE 3215
MILL VALLEY, CA 94941
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X
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Signatures
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Kim Silva
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6/26/2009
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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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