FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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
                      

1. Name and Address of Reporting Person *

LSP Cal Holdings II, LLC 		2. Issuer Name and Ticker or Trading Symbol

CALPINE CORP [ CPN ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

1700 BROADWAY, 35TH FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

9/21/2011
(Street)

NEW YORK, NY 10019
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   9/21/2011     J (1)    187178   A $ 0   (1) 19045141   D   (3) (4)  
Common Stock   9/21/2011     J (1)    1024437   A $ 0   (1) 20069578   D   (3) (4)  
Common Stock   9/23/2011     J (2)    51222   D $ 0   (1) 20018356   D   (3) (4)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  The Reporting Person received the shares reported herein in exchange for the satisfaction of certain general unsecured claims held by the Reporting Person in connection with the Issuer's Sixth Amended Joint Plan of Reorganization (the "Plan"), which was approved by the U.S. Bankruptcy Court for the Southern District of New York and became effective on January 31, 2008.
( 2)  Pursuant to a previously negotiated allocation agreement between the parties, the Reporting Person transferred a percentage of the shares it received in connection with the Plan to Luminus Energy Partners Master Fund, Ltd.
( 3)  LS Power Equity Partners, II L.P. ("LSPEP II") is the Managing Member of LSP Cal II. Due to its relationship with LSP Cal II, LSPEP II may be deemed to have shared voting and investment power with respect to the shares beneficially owned by LSP Cal II. As such, LSPEP II may be deemed to have shared beneficial ownership of the shares of which LSP Cal II is the owner. LSPEP II, however, disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.
( 4)  LS Power Partners II, L.P. ("Partners II") is the general partner of each of LSPEP II and LS Power Equity Partners II PIE, L.P. ("PIE II"). PIE II owns 100% of LSP Cal EB II. Ltd. ("LSP EB II"). LSPEP II, PIE II, and LSP EB II are together the members of LSP Cal II. Due to its relationship with LSP Cal II, Partners II may be deemed to have shared voting and investment power with respect to the shares beneficially owned by LSP Cal II. As such, Partners II may be deemed to have shared beneficial ownership of the shares of which LSP Cal II is the owner. Partners II, however, disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein. For further details relating to the Reporting Person's ownership structure, please refer to the Schedule 13D filed with the Securities and Exchange Commission on February 11, 2008, last amended on August 22, 2011.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
LSP Cal Holdings II, LLC
1700 BROADWAY
35TH FLOOR
NEW YORK, NY 10019
X


Signatures
/s/ Darpan Kapadia, Executive Vice President 9/26/2011
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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