UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 11)*
CALPINE
CORPORATION
(Name
of Issuer)
Common
Stock, par value $0.001 per share
(Title
of Class of Securities)
131347304
(CUSIP
Number)
Philip
Falcone
450
Park Avenue, 30
th
Floor
New
York, NY 10022
(212)
339-5100
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
January
12, 2010
(Date
of Event which Requires Filing of this Statement)
If
the filing Persons has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
statement because of
§§
240.13d-1(e),
240.13d-1(f) or 240.13d-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
§
240.13d-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 the
disclosures provided in a prior cover page.
The
information required in 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
(“Act”) 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).
SCHEDULE
13D
|
CUSIP
No.: 131347304
|
Page 2 of 15
Pages
|
|
1.
|
Names
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 (See Instructions)
(a)
[ ]
(b)
[ ]
|
|
3.
|
SEC
Use Only
|
|
4.
|
Source
of Funds (See Instructions)
WC
|
|
5.
|
Check
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 Persons
With
|
7.
|
Sole
Voting
Power 0
|
|
8.
|
Shared
Voting
Power 20,000,000
|
|
9.
|
Sole
Dispositive
Power 0
|
|
10.
|
Shared
Dispositive
Power 20,000,000
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
20,000,000
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[ ]
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
4.52%
based on 442,374,038 shares outstanding as of October 27,
2009.
|
|
14.
|
Type
of Reporting Person:
CO
|
SCHEDULE
13D
|
CUSIP
No.: 131347304
|
Page 3 of 15
Pages
|
|
1.
|
Names
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 (See Instructions)
(a)
[ ]
(b)
[ ]
|
|
3.
|
SEC
Use Only
|
|
4.
|
Source
of Funds (See Instructions)
AF
|
|
5.
|
Check
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 Persons
With
|
7.
|
Sole
Voting
Power
0
|
|
8.
|
Shared
Voting
Power
20,000,000
|
|
9.
|
Sole
Dispositive
Power
0
|
|
10.
|
Shared
Dispositive
Power
20,000,000
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
20,000,000
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[ ]
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
4.52%
based on 442,374,038 shares outstanding as of October 27,
2009.
|
|
14.
|
Type
of Reporting Person:
OO
|
SCHEDULE
13D
|
CUSIP
No.: 131347304
|
Page 4 of 15
Pages
|
|
|
Names
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 (See Instructions)
(a)
[ ]
(b)
[ ]
|
|
3.
|
SEC
Use Only
|
|
4.
|
Source
of Funds (See Instructions)
WC
|
|
5.
|
Check
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 Persons
With
|
7.
|
Sole
Voting
Power 0
|
|
8.
|
Shared
Voting
Power 10,000,000
|
|
9.
|
Sole
Dispositive
Power 0
|
|
10.
|
Shared
Dispositive
Power 10,000,000
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
10,000,000
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[ ]
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
2.26%
based on 442,374,038 shares outstanding as of October 27,
2009.
|
|
14.
|
Type
of Reporting Person:
PN
|
SCHEDULE
13D
|
CUSIP
No.: 131347304
|
Page 5 of 15
Pages
|
|
|
Names
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 (See Instructions)
(a)
[ ]
(b)
[ ]
|
|
3.
|
SEC
Use Only
|
|
4.
|
Source
of Funds (See Instructions)
AF
|
|
5.
|
Check
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 Persons
With
|
7.
|
Sole
Voting
Power 0
|
|
8.
|
Shared
Voting
Power 10,000,000
|
|
9.
|
Sole
Dispositive
Power 0
|
|
10.
|
Shared
Dispositive
Power 10,000,000
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
10,000,000
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[ ]
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
2.26%
based on 442,374,038 shares outstanding as of October 27,
2009.
|
|
14.
|
Type
of Reporting Person:
OO
|
SCHEDULE
13D
|
CUSIP
No.: 131347304
|
Page 6 of 15
Pages
|
|
1.
|
Names
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 (See Instructions)
(a)
[ ]
(b)
[ ]
|
|
3.
|
SEC
Use Only
|
|
4.
|
Source
of Funds (See Instructions)
AF
|
|
5.
|
Check
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 Persons
With
|
7.
|
Sole
Voting
Power 0
|
|
8.
|
Shared
Voting
Power 30,000,000
|
|
9.
|
Sole
Dispositive
Power
0
|
|
10.
|
Shared
Dispositive
Power 30,000,000
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
30,000,000
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[ ]
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
6.78%
based on 442,374,038 shares outstanding as of October 27,
2009.
|
|
14.
|
Type
of Reporting Person:
OO
|
SCHEDULE
13D
|
CUSIP
No.: 131347304
|
Page 7 of 15
Pages
|
|
1.
|
Names
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 (See Instructions)
(a)
[ ]
(b)
[ ]
|
|
3.
|
SEC
Use Only
|
|
4.
|
Source
of Funds (See Instructions)
AF
|
|
5.
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e)
[ ]
|
|
6.
|
Citizenship
or Place of Organization
United
States of America
|
|
Number
of Shares Beneficially Owned by Each Reporting Persons
With
|
7.
|
Sole
Voting
Power 0
|
|
8.
|
Shared
Voting
Power 30,000,000
|
|
9.
|
Sole
Dispositive
Power
0
|
|
10.
|
Shared
Dispositive
Power 30,000,000
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
30,000,000
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[ ]
|
|
13.
|
Percent
of Class Represented by Amount in Row (11)
6.78%
based on 442,374,038 shares outstanding as of October 27,
2009.
|
|
14.
|
Type
of Reporting Person:
IN
|
SCHEDULE
13D
|
CUSIP
No.: 131347304
|
Page 8 of 15
Pages
|
This
Amendment No. 11 to the Schedule 13D (“Amendment No. 11”) relates to the
Statement of Beneficial Ownership on Schedule 13D filed by Harbinger Capital
Partners Master Fund I, Ltd. (the “Master Fund”), Harbinger Capital Partners LLC
(“Harbinger LLC”), Harbinger Capital Partners Special Situations Fund, L.P. (the
“Special Fund”), Harbinger Capital Partners Special Situations GP, LLC
(“HCPSS”), Harbinger Holdings, LLC (“Harbinger Holdings”) and Philip Falcone
(“Mr. Falcone”) (collectively, the “Reporting Persons”) with the Securities and
Exchange Commission (the “Commission”) on February 12, 2008 (the “Initial
Schedule 13D”), Amendment No. 1 to the Schedule 13D filed on February 15, 2008
(“Amendment No. 1”), Amendment No. 2 to the Schedule 13D filed on May 21, 2008
(“Amendment No. 2”), Amendment No. 3 to the Schedule 13D filed on November 21,
2008 (“Amendment No. 3”), Amendment No. 4 to the Schedule 13D filed on March 6,
2009 (“Amendment No. 4”), Amendment No. 5 to the Schedule 13D filed on April 24,
2009 (“Amendment No. 5”), Amendment No. 6 to the Schedule 13D filed on April 30,
2009 (“Amendment No. 6”), Amendment No. 7 to the Schedule 13D filed on September
23, 2009 (“Amendment No. 7”), Amendment No. 8 to the Schedule 13D filed on
September 29, 2009 (“Amendment No. 8”), Amendment No. 9 to the Schedule 13D
filed on October 16, 2009 (“Amendment No. 9”) and Amendment No. 10 to the
Schedule 13D filed on December 10, 2009 (“Amendment No. 10”). Except
as set forth below, all Items of the Initial Schedule 13D, Amendment No. 1,
Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment
No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9
and Amendment No. 10, to the Schedule 13D remain
unchanged. All capitalized terms not otherwise defined herein shall
have the meanings ascribed to such terms in the Initial Schedule
13D.
This
Amendment No. 11 relates to shares of Common Stock - par value $0.001 per share
(the “Shares”), of Calpine Corporation, a Delaware corporation (the
“Company”).
Item
1. Security
and Issuer
Item
1 of the Statement is hereby amended to reflect the following information for
updating as of January 12, 2010.
The class
of equity securities to which this statement on Amendment No. 11 relates to is
the Shares. The address of the principal executive office of the
Company is 717 Texas Avenue, Suite 1000, Houston, TX 77002.
Item
3. Source
and Amount of Funds or Other Consideration
Item
3 of the Statement is hereby amended to reflect the following information for
updating as of January 12, 2010.
Since the
filing of Amendment No. 10 on December 10, 2009, no additional Shares have been
acquired by the Reporting Persons for the account of the Master Fund and the
Special Fund.
Item
4. Purpose
of Transaction
Item
4 of the Statement is hereby amended to reflect the following information for
updating as of January 12, 2010.
The
Reporting Persons acquired the Shares for investment purposes, and such
purchases have been made in the Reporting Persons’ ordinary course of
business. The Reporting Persons expect to review from time to time
their investment in the Company and may, depending on the market and other
conditions: (i) purchase additional Shares, options or related derivatives in
the open market, in privately negotiated transaction or otherwise and (ii) sell
all or a portion of the Shares, options or related derivatives now beneficially
owned or hereafter acquired by them.
Also,
consistent with their investment intent, the Reporting Persons may engage in
communications with, and without limitation, one or more shareholders of the
Company, one or more officers of the Company and/or one or more members of the
board of directors of the Company regarding the Company, including but not
limited to its operations.
Except as
set forth above, none of the Reporting Persons has any plans or proposals which
relate to, or could result in, any of the matters referred to in paragraphs (a)
through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The
Reporting Persons may, at any time and from time to time, review or reconsider
their position and/or change their purpose and/or formulate plans or proposals
with respect thereto.
Item
5. Interest
in Securities of the Issuer
Item
5 of the Statement is hereby amended to reflect the following information for
updating as of January 12, 2010.
According
to information filed by the Company with the U.S. Securities and Exchange
Commission, as of October 27, 2009 the number of Shares outstanding was
442,374,038 based on the Company’s Report on Form 10-Q, filed on October 30,
2009.
SCHEDULE
13D
|
CUSIP
No.: 131347304
|
Page 9 of 15
Pages
|
(a)(i) As of the date hereof, Harbinger
LLC may be deemed to beneficially own 20,000,000 Shares (constituting
approximately 4.52% of the total number of Shares outstanding) held for the
account of the Master Fund.
(a)(ii) As of the date hereof, HCPSS
may be deemed to beneficially own 10,000,000 Shares (constituting approximately
2.26% of the total number of Shares outstanding) held for the account of the
Special Fund.
(a)(iii) As of the date
hereof, Harbinger Holdings and Mr. Falcone may be deemed to beneficially own
30,000,000 Shares (constituting approximately 6.78% of the total number of
Shares outstanding) held for the account of the Master Fund and the Special
Fund.
(b)(i) Harbinger LLC may be
deemed to have shared power to direct the voting and disposition of the
20,000,000 Shares that they may be deemed to beneficially own as set forth
above.
(b)(ii) HCPSS may be deemed
to have shared power to direct the voting and disposition of the 10,000,000
Shares that they may be deemed to beneficially own as set forth
above.
(b)(iii) Harbinger Holdings
and Mr. Falcone may be deemed to have shared power to direct the voting and
disposition of the 30,000,000 Shares that they may be deemed to beneficially own
as set forth above.
(c)
Except for the transactions listed on Annex A hereto, all of which were
effected through routine brokerage transactions, there have been no other
transactions with respect to the Shares since the filing of Amendment No.
10.
Item
7. Material
to be filed as Exhibits.
Item
7 of the Statement is hereby amended to reflect the following information for
updating as of January 12, 2010.
The Exhibit Index is incorporated
herein by reference.
SCHEDULE
13D
|
CUSIP
No.: 131347304
|
Page 10 of 15
Pages
|
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.
|
Date: January
14, 2010
|
HARBINGER
CAPITAL PARTNERS MASTER
FUND I, LTD.
|
|
|
By: HARBINGER
CAPITAL PARTNERS LLC
|
|
|
By: HARBINGER
HOLDINGS, LLC
|
By:
/s/ Philip
Falcone
Name: Philip
Falcone
Title: Managing
Member
Date: January
14,
2010 HARBINGER
CAPITAL PARTNERS LLC
By: HARBINGER HOLDINGS,
LLC
By:
/s/ Philip
Falcone
Name: Philip
Falcone
Title: Managing
Member
|
Date: January
14, 2010
|
HARBINGER
CAPITAL PARTNERS SPECIAL
SITUATIONS FUND,
L.P.
|
|
|
By: HARBINGER
CAPITAL PARTNERS SPECIAL
SITUATIONS GP,
LLC
|
|
|
By: HARBINGER
HOLDINGS, LLC
|
By:
/s/ Philip
Falcone
Name: Philip
Falcone
Title: Managing
Member
|
Date: January
14, 2010
|
HARBINGER
CAPITAL PARTNERS SPECIAL
SITUATIONS GP,
LLC
|
|
|
By: HARBINGER
HOLDINGS, LLC
|
By:
/s/ Philip
Falcone
Name: Philip
Falcone
Title: Managing
Member
|
Date: January
14, 2010
|
HARBINGER
HOLDINGS, LLC
|
By:
/s/ Philip
Falcone
SCHEDULE
13D
|
CUSIP
No.: 131347304
|
Page 11 of 15
Pages
|
|
Date: January
14, 2010
|
PHILIP
FALCONE
|
SCHEDULE
13D
|
CUSIP
No.: 131347304
|
Page 12 of 15
Pages
|
ANNEX
A
RECENT
TRANSACTIONS IN THE SECURITIES OF
CALPINE
CORPORATION
A. Transactions
for the account of Harbinger Capital Partners Master Fund I, Ltd.:
|
Date
of Transaction
|
|
Nature
of Transaction
|
|
Number
of Shares
|
|
Approximate
Price per Share
|
|
12/10/2009
|
|
SALE
|
|
840,000
|
|
$11.40
|
|
12/11/2009
|
|
SALE
|
|
185,187
|
|
$11.54
|
|
12/16/2009
|
|
SALE
|
|
1,755,324
|
|
$11.28
|
|
1/12/2010
|
|
SALE
|
|
10,029,759
|
|
$11.75
|
B. Transactions
for the account of Harbinger Capital Partners Special Situations Fund,
L.P.:
|
Date
of Transaction
|
|
Nature
of Transaction
|
|
Number
of Shares
|
|
Approximate
Price per Share
|
|
12/10/2009
|
|
SALE
|
|
360,000
|
|
$11.40
|
|
12/11/2009
|
|
SALE
|
|
79,300
|
|
$11.54
|
|
12/16/2009
|
|
SALE
|
|
144,676
|
|
$11.28
|
|
1/12/2010
|
|
SALE
|
|
4,115,687
|
|
$11.75
|
SCHEDULE
13D
|
CUSIP
No.: 131347304
|
Page 13 of 15
Pages
|
EXHIBIT
INDEX
|
Ex.
|
|
Page No.
|
|
A
|
Joint
Filing Agreement, dated January 14, 2010 by and among the Reporting
Persons .…………….
|
14
|
SCHEDULE
13D
|
CUSIP
No.: 131347304
|
Page 14 of 15
Pages
|
EXHIBIT
A
JOINT
FILING AGREEMENT
The
undersigned hereby agree that the statement on Schedule 13D with respect to the
Common Stock – par value $0.001 per share of Calpine Corporation dated as of
January 14, 2010 is, and any amendments thereto (including amendments on
Schedule 13G) signed by each of the undersigned shall be, filed on behalf of
each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)
under the Securities Exchange Act of 1934, as amended.
|
Date: January
14, 2010
|
HARBINGER
CAPITAL PARTNERS MASTER
FUND I,
LTD.
|
|
|
By: HARBINGER
CAPITAL PARTNERS LLC
|
|
|
By: HARBINGER
HOLDINGS, LLC
|
By:
/s/ Philip
Falcone
Name: Philip
Falcone
Title: Managing
Member
Date: January
14,
2010 HARBINGER
CAPITAL PARTNERS LLC
By: HARBINGER HOLDINGS,
LLC
By:
/s/ Philip
Falcone
Name: Philip
Falcone
Title: Managing
Member
|
Date: January
14, 2010
|
HARBINGER
CAPITAL PARTNERS SPECIAL
SITUATIONS FUND,
L.P.
|
|
|
By: HARBINGER
CAPITAL PARTNERS SPECIAL
SITUATIONS GP,
LLC
|
|
|
By: HARBINGER
HOLDINGS, LLC
|
By:
/s/ Philip
Falcone
Name: Philip
Falcone
Title: Managing
Member
|
Date: January
14, 2010
|
HARBINGER
CAPITAL PARTNERS SPECIAL
SITUATIONS GP,
LLC
|
|
|
By: HARBINGER
HOLDINGS, LLC
|
By:
/s/ Philip
Falcone
Name: Philip
Falcone
Title: Managing
Member
SCHEDULE
13D
|
CUSIP
No.: 131347304
|
Page 15 of 15
Pages
|
|
Date: January
14, 2010
|
HARBINGER
HOLDINGS, LLC
|
By:
/s/ Philip
Falcone
|
Date: January
14, 2010
|
PHILIP
FALCONE
|
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