FORM 4
[ X ] 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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

RAUF ZAMIR
2. Issuer Name and Ticker or Trading Symbol

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

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

CALPINE CORPORATION, 717 TEXAS AVENUE, SUITE 1000
3. Date of Earliest Transaction (MM/DD/YYYY)

3/8/2018
(Street)

HOUSTON, TX 77002
(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, par value $0.001 per share   3/8/2018     D (1)    178539   D   (1) 0   D    

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
Restricted Stock Units     (2) 3/8/2018     D         29204      (2)   (2) Common Stock, par value $0.001 per share   29204.0     (2) 0   D    
Performance Stock Units     (3) 3/8/2018     D         34914      (3)   (3) Common Stock, par value $0.001 per share   34914.0     (3) 0   D    
Employee Stock Option (right to buy)   $8.01   3/8/2018     D         100000    12/17/2011   12/17/2018   Common Stock, par value $0.001 per share   100000.0     (4) 0   D    
Employee Stock Option (right to buy)   $15.31   3/8/2018     D         138272    2/28/2015   2/28/2022   Common Stock, par value $0.001 per share   138272.0     (5) 0   D    
Employee Stock Option (right to buy)   $14.3   3/8/2018     D         149431    2/14/2014   2/14/2021   Common Stock, par value $0.001 per share   149431.0     (4) 0   D    
Employee Stock Option (right to buy)   $11.24   3/8/2018     D         69963    2/24/2013   2/24/2020   Common Stock, par value $0.001 per share   69963.0     (4) 0   D    
Employee Stock Option (right to buy)   $11.69   3/8/2018     D         108001    2/15/2020   2/15/2027   Common Stock, par value $0.001 per share   108001.0     (4) 0   D    

Explanation of Responses:
(1)  On August 17, 2017, Calpine Corporation, a Delaware corporation the ("Company"), entered into an Agreement and Plan of Merger, dated August 17, 2017 (the "Merger Agreement") with Volt Parent, LP, a Delaware limited partnership ("Parent"), and Volt Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a subsidiary of Parent on the terms and conditions set forth in the Merger Agreement. At the effective time of the Merger, these shares of common stock have been converted into the right to receive $15.25 in cash, without interest.
(2)  Award of restricted stock units ("RSU") pursuant to Calpine Corporation's 2017 Equity Incentive Plan (the "Equity Plan"). The grant was approved by the Board of Directors on February 15, 2017 contingent upon shareholder approval of the Equity Plan. The Equity Plan was approved by the Company's shareholders at the 2017 Annual Meeting on May 10, 2017 and became effective as of that date. The award vests in three equal annual installments on the first, second and third anniversary dates of the grant date. Each RSU converts into common stock on a one for one basis. Pursuant to the Merger Agreement, these RSUs were cancelled in exchange for the right to receive a cash payment of $15.25 for each such RSU.
(3)  Pursuant to the Merger Agreement, these performance share units ("PSU") were cancelled in exchange for the right to receive a cash payment of $15.25 for each share of common stock underlying such PSU (assuming for this purpose that performance in respect of all such outstanding PSUs was achieved at a level that resulted in a payout of 150% of the target award).
(4)  Pursuant to the Merger Agreement, this derivative security was cancelled in exchange for a cash payment equal to the difference between the exercise price and $15.25.
(5)  Pursuant to the Merger Agreement, this derivative security was cancelled for no consideration.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
RAUF ZAMIR
CALPINE CORPORATION
717 TEXAS AVENUE, SUITE 1000
HOUSTON, TX 77002


EVP and CFO

Signatures
/s/ W. Thaddeus Miller by Power of Attorney 3/12/2018
** 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.
Calpine (NYSE:CPN)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Calpine Charts.
Calpine (NYSE:CPN)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Calpine Charts.