UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 12)*
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)
March
3, 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 6,700,000
(1)
|
9.
|
Sole
Dispositive
Power 0
|
10.
|
Shared
Dispositive
Power 6,700,000
(1)
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
6,700,000
(1)
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[ ]
|
13.
|
Percent
of Class Represented by Amount in Row (11)
1.49%
based on 449,590,684 shares outstanding as of February 22, 2010.
(1)
|
14.
|
Type
of Reporting Person:
CO
|
(1)
This amount
consists of Shares that the Reporting Person may be entitled to obtain upon the
exercise of options. Reporting Persons have added 6,700,000 Shares to the
number of Shares outstanding based upon an amount of Shares that the Reporting
Persons are entitled to obtain upon the exercise of options as per Rule
13d-3(d)(1)(i).
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
6,700,000
(1)
|
9.
|
Sole
Dispositive
Power
0
|
10.
|
Shared
Dispositive
Power
6,700,000
(1)
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
6,700,000
(1)
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[ ]
|
13.
|
Percent
of Class Represented by Amount in Row (11)
1.49%
based on 449,590,684 shares outstanding as of February 22, 2010
.
(1)
|
14.
|
Type
of Reporting Person:
OO
|
(1)
This amount
consists of Shares that the Reporting Person may be entitled to obtain upon the
exercise of options. Reporting Persons have added 6,700,000 Shares to the
number of Shares outstanding based upon an amount of Shares that the Reporting
Persons are entitled to obtain upon the exercise of options as per Rule
13d-3(d)(1)(i).
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 3,300,000
(2)
|
9.
|
Sole
Dispositive
Power 0
|
10.
|
Shared
Dispositive
Power 3,300,000
(2)
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
3,300,000
(2)
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[ ]
|
13.
|
Percent
of Class Represented by Amount in Row (11)
0.74%
based on 446,190,684 shares outstanding as of February 22, 2010.
(2)
|
14.
|
Type
of Reporting Person:
PN
|
(2)
This amount
consists of Shares that the Reporting Person may be entitled to obtain upon the
exercise of options. Reporting Persons have added 3,300,000 Shares to the
number of Shares outstanding based upon an amount of Shares that the Reporting
Persons are entitled to obtain upon the exercise of options as per Rule
13d-3(d)(1)(i).
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 3,300,000
(2)
|
9.
|
Sole
Dispositive
Power 0
|
10.
|
Shared
Dispositive
Power 3,300,000
(2)
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
3,300,000
(2)
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[ ]
|
13.
|
Percent
of Class Represented by Amount in Row (11)
0.74%
based on 446,190,684 shares outstanding as of February 22, 2010.
(2)
|
14.
|
Type
of Reporting Person:
OO
|
(2)
This amount
consists of Shares that the Reporting Person may be entitled to obtain upon the
exercise of options. Reporting Persons have added 3,300,000 Shares to the
number of Shares outstanding based upon an amount of Shares that the Reporting
Persons are entitled to obtain upon the exercise of options as per Rule
13d-3(d)(1)(i).
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 10,000,000
(3)
|
9.
|
Sole
Dispositive
Power
0
|
10.
|
Shared
Dispositive
Power 10,000,000
(3)
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
10,000,000
(3)
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[ ]
|
13.
|
Percent
of Class Represented by Amount in Row (11)
2.21%
based on 452,890,684 shares outstanding as of February 22, 2010.
(3)
|
14.
|
Type
of Reporting Person:
OO
|
(3)
This amount
consists of Shares that the Reporting Person may be entitled to obtain upon the
exercise of options. Reporting Persons have added 10,000,000 Shares to the
number of Shares outstanding based upon an amount of Shares that the Reporting
Persons are entitled to obtain upon the exercise of options as per Rule
13d-3(d)(1)(i).
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 10,000,000
(3)
|
9.
|
Sole
Dispositive
Power
0
|
10.
|
Shared
Dispositive
Power 10,000,000
(3)
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
10,000,000
(3)
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[ ]
|
13.
|
Percent
of Class Represented by Amount in Row (11)
2.21%
based on 452,890,684 shares outstanding as of February 22, 2010.
(3)
|
14.
|
Type
of Reporting Person:
IN
|
(3)
This amount
consists of Shares that the Reporting Person may be entitled to obtain upon the
exercise of options. Reporting Persons have added 10,000,000 Shares to the
number of Shares outstanding based upon an amount of Shares that the Reporting
Persons are entitled to obtain upon the exercise of options as per Rule
13d-3(d)(1)(i).
SCHEDULE
13D
CUSIP
No.: 131347304
|
Page 8 of 15
Pages
|
This
Amendment No. 12 to the Schedule 13D (“Amendment No. 12”) 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”), Amendment No. 10 to the Schedule
13D filed on December 10, 2009 (“Amendment No. 10”) and Amendment No. 11 to the
Schedule 13D filed on January 14, 2010 (“Amendment No. 11”). 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, Amendment No. 10
and Amendment No. 11 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. 12 relates to shares of Common Stock - par value $0.001 per share
(the “Shares”), of Calpine Corporation, a Delaware corporation (the
“Company”).
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 March 3, 2010.
Since
the filing of Amendment No. 11 on January 14, 2010, the Reporting Persons have
acquired options (exercisable into Shares within 60 days pursuant to Rule
13d-3(d)(1)(i)) for the account of the Master Fund and the Special Fund.
The aggregate purchase price paid by the Reporting Persons for such options was
approximately $18,000.
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 March 3, 2010.
According
to information filed by the Company with the U.S. Securities and Exchange
Commission, as of February 22, 2010 the number of Shares outstanding was
442,890,684 based on the Company’s Report on Form 10-K, filed on February 25,
2010.
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 6,700,000
Shares (constituting approximately 1.49% of the total number of Shares
outstanding) held for the account of the Master Fund. This amount consists
of Shares that the Reporting Persons may be deemed to own upon exercise of
options as per Rule 13d-3(d)(1)(i). (Pursuant to Rule
13d-3(d)(1)(i), 6,700,000 Shares which are entitled to be obtained upon the
exercise of options have been added to the Issuer’s number of Shares
outstanding, therefore totaling 449,590,684, as the number of Shares
outstanding).
(a)(ii)
As of the date hereof, HCPSS may be deemed to beneficially own 3,300,000 Shares
(constituting approximately 0.74% of the total number of Shares outstanding)
held for the account of the Special Fund. This amount consists of Shares
that the Reporting Persons may be deemed to own upon exercise of options as per
Rule 13d-3(d)(1)(i). (Pursuant to Rule 13d-3(d)(1)(i), 3,300,000 Shares
which are entitled to be obtained upon the exercise of options have been added
to the Issuer’s number of Shares outstanding, therefore totaling 446,190,684, as
the number of Shares outstanding).
(a)(iii) As
of the date hereof, Harbinger Holdings and Mr. Falcone may be deemed to
beneficially own 10,000,000 Shares (constituting approximately 2.21% of the
total number of Shares outstanding) held for the account of the Master Fund and
the Special Fund. This amount consists of Shares that the Reporting
Persons may be deemed to own upon exercise of options as per Rule
13d-3(d)(1)(i). (Pursuant to Rule 13d-3(d)(1)(i), 10,000,000 Shares which
are entitled to be obtained upon the exercise of options have been added to the
Issuer’s number of Shares outstanding, therefore totaling 452,890,684, as the
number of Shares outstanding).
(b)(i) Harbinger LLC may be
deemed to have shared power to direct the voting and disposition of the
6,700,000 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 3,300,000
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 10,000,000 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.
11.
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 March 3, 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: March
5, 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: March
5, 2010
HARBINGER
CAPITAL PARTNERS LLC
By: HARBINGER HOLDINGS,
LLC
By:
/s/ Philip
Falcone
Name: Philip
Falcone
Title: Managing
Member
Date: March
5, 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: March
5, 2010
|
HARBINGER
CAPITAL PARTNERS SPECIAL
SITUATIONS GP,
LLC
|
|
By: HARBINGER
HOLDINGS, LLC
|
By:
/s/ Philip
Falcone
Name: Philip
Falcone
Title: Managing
Member
Date: March
5, 2010
|
HARBINGER
HOLDINGS, LLC
|
By:
/s/ Philip
Falcone
SCHEDULE
13D
CUSIP
No.: 131347304
|
Page 11 of 15
Pages
|
Date: March
5, 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
|
1/22/2010
|
SALE
|
1,648,000
|
$11.33
|
1/25/2010
|
SALE
|
41,133
|
$11.40
|
1/27/2010
|
SALE
|
267
|
$11.10
|
3/3/2010
|
SALE
|
18,310,600
|
$10.75
|
3/3/20/10
|
PURCHASE
|
6,700,000
(1)
|
$0.18/contract
|
(1) This
amount relates to an amount of Shares that the Reporting Person may be entitled
to obtain upon the exercise of options.
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
|
1/22/2010
|
SALE
|
824,000
|
$11.33
|
1/25/2010
|
SALE
|
20,567
|
$11.40
|
1/27/2010
|
SALE
|
133
|
$11.10
|
3/3/2010
|
SALE
|
9,155,300
|
$10.75
|
3/3/20/10
|
PURCHASE
|
3,300,000
(1)
|
|
(1) This
amount relates to an amount of Shares that the Reporting Person may be entitled
to obtain upon the exercise of options.
SCHEDULE
13D
CUSIP
No.: 131347304
|
Page 13 of 15
Pages
|
EXHIBIT
INDEX
Ex.
|
|
Page No.
|
A
|
Joint
Filing Agreement, dated March 5, 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
March 5, 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: March
5, 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: March
5, 2010
HARBINGER
CAPITAL PARTNERS LLC
By: HARBINGER HOLDINGS,
LLC
By:
/s/ Philip
Falcone
Name: Philip
Falcone
Title: Managing
Member
Date: March
5, 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: March
5, 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: March
5, 2010
|
HARBINGER
HOLDINGS, LLC
|
By:
/s/ Philip
Falcone
Date: March
5, 2010
|
PHILIP
FALCONE
|
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Calpine (NYSE:CPN)
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From Jun 2023 to Jun 2024