- Annual Statement of Changes in Beneficial Ownership (5)
February 16 2010 - 6:07PM
Edgar (US Regulatory)
FORM 5
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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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Form 3 Holdings Reported
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Form 4 Transactions Reported
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
SPO ADVISORY CORP
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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)
591 REDWOOD HIGHWAY, SUITE 3215
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3. Statement for Issuer's Fiscal Year Ended
(MM/DD/YYYY)
7/27/2009
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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)
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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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Amount
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(A) or (D)
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Price
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Common Stock
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7/27/2009
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J
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1088479
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A
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$13.33
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93804645
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I
(1)
(2)
(3)
(4)
(5)
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See footnotes
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Common Stock
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7/29/2009
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J
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85421
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A
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$13.04
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93890066
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I
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See footnotes
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Table II - Derivative Securities Acquired, Disposed of, or 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
(MM/DD/YYYY)
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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 at End of Issuer's Fiscal Year
(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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(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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The entities that received the distributed shares reported in this filing are SPO Partners II, L.P. ("SPO Partners"), which received 1,181,026 shares, in the aggregate, and San Francisco Partners, L.P. ("SF Partners") which received 62,148 shares, in the aggregate. The distributed shares reported in this filing were received pursuant to the Issuer's "Fourth Amended Joint Plan of Reorganization" upon settlement of certain disputed claims.
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(
2)
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As a result of the distributions causing this filing, 85,541,939 shares are owned directly by SPO Partners, and may be deemed to be indirectly beneficially owned by (i) SPO Advisory Partners, L.P. ("SPO Advisory"), the sole general partner of SPO Partners, (ii) SPO Advisory Corp. ("SPO Corp."), the sole general partner of SPO Advisory, and (iii) John H. Scully ("JHS"), William E. Oberndorf ("WEO"), William J. Patterson ("WJP") & Edward H. McDermott ("EHM"), the four controlling persons of SPO Corp. Additionally, 5,150,500 shares are owned directly by SPO Partners II Co-Investment Partnership, L.P. ("SPO Co-Invest"), and may be deemed to be indirectly beneficially owned by (i) SPO Advisory, the sole general partner of SPO Co-Invest, (ii) SPO Corp, the sole general partner of SPO Advisory, and (iii) JHS, WEO, WJP and EHM, the four controlling persons of SPO Corp.
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(
3)
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Additionally, 3,266,901 shares are owned directly by SF Partners, and may be deemed to be indirectly beneficially owned by (i) SF Advisory Partners, L.P. ("SF Advisory"), the sole general partner of SF Partners, (ii) SPO Corp., the sole general partner of SF Advisory, and (iii) JHS, WEO, WJP and EHM, the four controlling persons of SPO Corp. Additionally, JHS owns 6,100 shares in his IRAs, which are self-directed, WEO owns 34,900 shares in his IRA, which is self-directed, WJP owns 1,600 shares in his IRA, which is self-directed and EHM owns 6,800 shares in his IRA, which is self-directed.
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(
4)
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Additionally, 5,029 shares of the Issuer's common stock and 16,944 restricted stock units are owned by WJP, a director of the Issuer. Pursuant to the partnership agreement governing SPO Partners, these shares may be deemed to be indirectly beneficially owned by SPO Partners together with any profits arising therefrom.
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(
5)
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Additionally, the shares represented in Column 5 above may be deemed to be indirectly beneficially owned by J. Stuart Ryan ("JSR"), solely in his advisory capacity to SPO Corp. Additionally, 5,029 shares of the Issuer's common stock and 8,956 restricted stock units are owned by JSR, a director of the Issuer.
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Remarks:
Form 1 of 2. Due to the number of Reporting Persons exceeding the limitations of the electronic form, this Form is being filed in two parts.
The individuals listed in the notes above (each a "Reporting Person") 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 Reporting 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 Reporting 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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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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SF 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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SPO Partners II Co Investment Partnership LP
591 REDWOOD HIGHWAY, SUITE 3215
MILL VALLEY, CA 94941
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X
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SAN FRANCISCO PARTNERS LP
591 REDWOOD HIGHWAY, SUITE 3215
MILL VALLEY, CA 94941
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X
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Signatures
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Kim M. Silva, Attorney-in-Fact
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2/16/2010
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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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