SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

(Amendment No. 9)

Calpine Corporation*

(Name of Issuer)

Common Stock, $.001 par value

(Title of Class of Securities)

131347304

(CUSIP Number)

Philip Falcone
450 Park Avenue
30th Floor
New York, New York 10022

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 15, 2008

(Date of Event which Requires Filing of This Statement)

* IMPORTANT NOTE: THE SECURITIES SET FORTH IN THIS REPORT ARE DIRECTLY BENEFICIALLY OWNED BY HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. AND/OR HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. (COLLECTIVELY, THE "FUNDS"). ALL OTHER REPORTING PERSONS ARE INCLUDED WITHIN THIS REPORT DUE TO THEIR AFFILIATION WITH ONE OR BOTH OF THE FUNDS.

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_].

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.


The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 131347304
 ---------------------

1. NAME OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 Harbinger Capital Partners Master Fund I, Ltd.

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 (a) [_]
 (b) [X]

3. SEC USE ONLY


4. SOURCE OF FUNDS*

 WC

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
 PURSUANT TO ITEMS 2(d) OR 2(e) [_]

6. CITIZENSHIP OR PLACE OF ORGANIZATION

 Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

7. SOLE VOTING POWER
 0

8. SHARED VOTING POWER
 39,783,136

9. SOLE DISPOSITIVE POWER
 0

10. SHARED DISPOSITIVE POWER
 39,783,136

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 39,783,136

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 9.0%

14. TYPE OF REPORTING PERSON*
 CO


CUSIP No. 131347304
 ---------------------

1. NAME OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 Harbinger Capital Partners LLC

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 (a) [_]
 (b) [X]

3. SEC USE ONLY


4. SOURCE OF FUNDS*

 AF

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED

 PURSUANT TO ITEMS 2(d) OR 2(e) [_]

6. CITIZENSHIP OR PLACE OF ORGANIZATION
 Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

7. SOLE VOTING POWER
 0

8. SHARED VOTING POWER
 39,783,136

9. SOLE DISPOSITIVE POWER
 0

10. SHARED DISPOSITIVE POWER
 39,783,136

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 39,783,136

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 9.0%

14. TYPE OF REPORTING PERSON*
 OO


CUSIP No. 131347304
 ---------------------

1. NAME OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 Harbinger Capital Partners Special Situations Fund, L.P.

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 (a) [_]
 (b) [X]

3. SEC USE ONLY


4. SOURCE OF FUNDS*

 WC

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
 PURSUANT TO ITEMS 2(d) OR 2(e) [_]

6. CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

7. SOLE VOTING POWER
 0

8. SHARED VOTING POWER
 17,856,266

9. SOLE DISPOSITIVE POWER
 0

10. SHARED DISPOSITIVE POWER
 17,856,266

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 17,856,266

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 4.0%

14. TYPE OF REPORTING PERSON*
 PN


CUSIP No. 131347304
 ---------------------

1. NAME OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 Harbinger Capital Partners Special Situations GP, LLC

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 (a) [_]
 (b) [X]

3. SEC USE ONLY


4. SOURCE OF FUNDS*

 AF

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
 PURSUANT TO ITEMS 2(d) OR 2(e) [_]

6. CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

7. SOLE VOTING POWER
 0

8. SHARED VOTING POWER
 17,856,266

9. SOLE DISPOSITIVE POWER
 0

10. SHARED DISPOSITIVE POWER
 17,856,266

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 17,856,266

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 4.0%

14. TYPE OF REPORTING PERSON*
 OO


CUSIP No. 131347304
 ---------------------

1. NAME OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 Harbinger Holdings, LLC

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 (a) [_]
 (b) [X]

3. SEC USE ONLY


4. SOURCE OF FUNDS*

 AF

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
 PURSUANT TO ITEMS 2(d) OR 2(e) [_]

6. CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

7. SOLE VOTING POWER
 0

8. SHARED VOTING POWER
 57,639,402

9. SOLE DISPOSITIVE POWER
 0

10. SHARED DISPOSITIVE POWER
 57,639,402

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 57,639,402

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 13.0%

14. TYPE OF REPORTING PERSON*
 OO


CUSIP No. 131347304
 ---------------------

1. NAME OF REPORTING PERSONS
 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 Philip Falcone

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 (a) [_]
 (b) [X]

3. SEC USE ONLY


4. SOURCE OF FUNDS*
 AF

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
 PURSUANT TO ITEMS 2(d) OR 2(e) [_]

6. CITIZENSHIP OR PLACE OF ORGANIZATION

 U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

7. SOLE VOTING POWER
 0

8. SHARED VOTING POWER
 57,639,402

9. SOLE DISPOSITIVE POWER
 0

10. SHARED DISPOSITIVE POWER
 57,639,402

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 57,639,402

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_]

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 13.0%

14. TYPE OF REPORTING PERSON*
 IN


CUSIP No. 131347304
 ---------------------

Item 1. Security and Issuer.

NO MATERIAL CHANGE FROM THE SCHEDULE 13D/A FILED ON SEPTEMBER 29, 2009.
--------------------------------------------------------------------------------

Item 2. Identity and Background.

NO MATERIAL CHANGE FROM THE SCHEDULE 13D/A FILED ON SEPTEMBER 29, 2009.
--------------------------------------------------------------------------------

Item 3. Source and Amount of Funds or Other Consideration.

As of the date hereof the Master Fund may be deemed to beneficially own
39,783,136 Shares.

As of the date hereof Harbinger LLC may be deemed to beneficially own
39,783,136 Shares.

As of the date hereof the Special Fund may be deemed to beneficially own
17,856,266 Shares.

As of the date hereof HCPSS may be deemed to beneficially own 17,856,266 Shares.

As of the date hereof Harbinger Holdings may be deemed to beneficially own
57,639,402 Shares.

As of the date hereof Philip Falcone may be deemed to beneficially own
57,639,402 Shares.

No borrowed funds were used to purchase the Shares, other than any borrowed
funds used for working capital purposes in the ordinary course of business.
--------------------------------------------------------------------------------

Item 4. Purpose of Transaction.

ITEM 4 TO THE SCHEDULE 13D/A FILED BY THE REPORTING PERSONS ON SEPTEMBER 29,
2009 IS AMENDED BY ADDING THE FOLLOWING TO THE END THEREOF:

The Special Fund held certain Shares of the Issuer's common stock in an account
at Lehman Brothers International (Europe) ("LBIE"). On September 15, 2008, LBIE
was placed into administration under United Kingdom law and four partners of
PriceWaterhouseCoopers LLP were appointed as joint administrators (the "Joint
Administrators"). The Joint Administrators have advised that 6,340,645 of the
Shares were rehypothecated. The Special Fund believes at this time that
rehypothecated Shares will not be recoverable. The Joint Administrators have
proposed a framework which, if approved, would entitle customers to a claim for
the rehypothecated securities valued as of the close of market on September 12,
2008 which would be setoff against amounts owed by such customer to LBIE.
Accordingly, the Special Fund in this filing has reduced the number of Shares of
the Issuer held by it to the extent such Shares were held at LBIE and were
rehypothecated. By making this filing, the Special Fund does not waive any
arguments that it is entitled to recover such Shares and expressly reserves such
arguments.

The public offering of 20,000,000 shares of Common Stock pursuant to the
Underwriting Agreement (as described in the Schedule 13D/A filed by the
Reporting Persons on September 23, 2009) was consummated on September 28, 2009.
In addition, pursuant to the Underwriting Agreement, on October 14, 2009, the
Underwriters exercised their option to purchase 3,000,000 additional shares of
Common Stock (of which 2,000,000 shares are being sold by Master Fund and
1,000,000 shares are being sold by Special Fund), which purchase is expected to
be consummated on or about October 19, 2009.
--------------------------------------------------------------------------------

Item 5. Interest in Securities of the Issuer.

(a, b) As of the date hereof, the Master Fund may be deemed to be the beneficial
owner of 39,783,136* Shares, constituting 9.0% of the Shares of the Issuer,
based upon 442,384,931 Shares outstanding as of the date of this filing.

The Master Fund has the sole power to vote or direct the vote of 0 Shares; has
the shared power to vote or direct the vote of 39,783,136 Shares; has sole power
to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 39,783,136 Shares.

(a, b) As of the date hereof, Harbinger LLC may be deemed to be the
beneficial owner of 39,783,136* Shares, constituting 9.0% of the Shares of the
Issuer, based upon 442,384,931 Shares outstanding as of the date of this filing.

Harbinger LLC has the sole power to vote or direct the vote of 0 Shares;
has the shared power to vote or direct the vote of 39,783,136 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 39,783,136 Shares.

(a, b) As of the date hereof, the Special Fund may be deemed to be the
beneficial owner of 17,856,266** Shares, constituting 4.0% of the Shares of the
Issuer, based upon 442,384,931 Shares outstanding as of the date of this filing.

The Special Fund has the sole power to vote or direct the vote of 0 Shares; has
the shared power to vote or direct the vote of 17,856,266 Shares; has sole power
to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 17,856,266 Shares.

(a, b) As of the date hereof, HCPSS may be deemed to be the beneficial owner of
17,856,266** Shares, constituting 4.0% of the Shares of the Issuer, based upon
442,384,931 Shares outstanding as of the date of this filing.

HCPSS has the sole power to vote or direct the vote of 0 Shares; has the shared
power to vote or direct the vote of 17,856,266 Shares; has sole power to dispose
or direct the disposition of 0 Shares; and has shared power to dispose or direct
the disposition of 17,856,266 Shares.

(a, b) As of the date hereof, Harbinger Holdings may be deemed to be the
beneficial owner of 57,639,402*/** Shares, constituting 13.0% of the Shares of
the Issuer, based upon 442,384,931 Shares outstanding as of the date of this
filing.

Harbinger Holdings has the sole power to vote or direct the vote of 0 Shares;
has the shared power to vote or direct the vote of 57,639,402 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 57,639,402 Shares.

(a, b) As of the date hereof, Philip Falcone may be deemed to be the beneficial
owner of 57,639,402*/** Shares, constituting 13.0% of the Shares of the Issuer,
based upon 442,384,931 Shares outstanding as of the date of this filing.

Mr. Falcone has the sole power to vote or direct the vote of 0 Shares; has the
shared power to vote or direct the vote of 57,639,402 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 57,639,402 Shares.

--------------------------------------------------------------------------------

* Includes 6,189,645 shares held by Kelson Investments, S.ar.l., an indirect
wholly owned subsidiary of the Master Fund and the Special Fund.

** Includes 3,092,603 shares held by Kelson Investments, S.ar.l., an indirect
wholly owned subsidiary of the Master Fund and the Special Fund.

(c) The trading dates, number of Shares purchased and sold and price per share
for all transactions and distributions in the Shares by the Reporting Persons in
the past sixty days are set forth in Exhibit B.
--------------------------------------------------------------------------------

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.

NO MATERIAL CHANGE FROM THE SCHEDULE 13D/A FILED ON SEPTEMBER 29, 2009.
--------------------------------------------------------------------------------

Item 7. Material to be Filed as Exhibits.

THE FOLLOWING MATERIALS ARE FILED AS EXHIBITS TO THIS SCHEDULE 13D/A:
Exhibit A: Agreement between the Reporting Persons to file jointly
Exhibit B: Schedule of Transactions in the Shares of the Issuer


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Harbinger Capital Partners Master Fund I, Ltd. By: Harbinger Capital Partners LLC
By: Harbinger Holdings, LLC, Managing Member

By: /s/ Philip Falcone
_________________________

Harbinger Capital Partners LLC
By: Harbinger Holdings, LLC, Managing Member

By: /s/ Philip Falcone
_________________________

Harbinger Capital Partners Special Situations Fund, L.P.
By: Harbinger Capital Partners Special Situations GP, LLC
By: Harbinger Holdings, LLC, Managing Member

By: /s/ Philip Falcone
________________________

Harbinger Capital Partners Special Situations GP, LLC
By: Harbinger Holdings, LLC, Managing Member

By: /s/ Philip Falcone
________________________

Harbinger Holdings, LLC

By: /s/ Philip Falcone
________________________

/s/ Philip Falcone
_____________________
Philip Falcone



October 16, 2009

Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).


Exhibit A

AGREEMENT

The undersigned agree that this Schedule 13D, Amendment No. 9, dated October 16, 2009 relating to the Common Stock, $.001 par value of Calpine Corporation shall be filed on behalf of the undersigned.

Harbinger Capital Partners Master Fund I, Ltd. By: Harbinger Capital Partners LLC
By: Harbinger Holdings, LLC, Managing Member

By: /s/ Philip Falcone
_________________________

Harbinger Capital Partners LLC
By: Harbinger Holdings, LLC, Managing Member

By: /s/ Philip Falcone
_________________________

Harbinger Capital Partners Special Situations Fund, L.P.
By: Harbinger Capital Partners Special Situations GP, LLC
By: Harbinger Holdings, LLC, Managing Member

By: /s/ Philip Falcone
________________________

Harbinger Capital Partners Special Situations GP, LLC
By: Harbinger Holdings, LLC, Managing Member

By: /s/ Philip Falcone
________________________

Harbinger Holdings, LLC

By: /s/ Philip Falcone
________________________

/s/ Philip Falcone
_____________________
Philip Falcone



October 16, 2009


Exhibit B

Transactions in the Common Stock, $.001 par value

TRANSACTIONS BY HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.

 Date of Number of Shares Price per Share
Transaction Purchase/(Sold)

10/14/2009 2,000,000 $11.40

TRANSACTIONS BY HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.

 Date of Number of Shares Price per Share
Transaction Purchase/(Sold)

10/14/2009 1,000,000 $11.40

SK 26666 0002 1034749

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