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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (2) | 03/08/2018 | D | 29,204 | (2) | (2) | Common Stock, par value $0.001 per share | 29,204 | (2) | 0 | D | ||||
| Performance Stock Units | (3) | 03/08/2018 | D | 34,914 | (3) | (3) | Common Stock, par value $0.001 per share | 34,914 | (3) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 8.01 | 03/08/2018 | D | 100,000 | 12/17/2011 | 12/17/2018 | Common Stock, par value $0.001 per share | 100,000 | (4) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 15.31 | 03/08/2018 | D | 138,272 | 02/28/2015 | 02/28/2022 | Common Stock, par value $0.001 per share | 138,272 | (5) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 14.3 | 03/08/2018 | D | 149,431 | 02/14/2014 | 02/14/2021 | Common Stock, par value $0.001 per share | 149,431 | (4) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 11.24 | 03/08/2018 | D | 69,963 | 02/24/2013 | 02/24/2020 | Common Stock, par value $0.001 per share | 69,963 | (4) | 0 | D | ||||
| Employee Stock Option (right to buy) | $ 11.69 | 03/08/2018 | D | 108,001 | 02/15/2020 | 02/15/2027 | Common Stock, par value $0.001 per share | 108,001 | (4) | 0 | D | ||||
| 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 | |||
| /s/ W. Thaddeus Miller by Power of Attorney | 03/12/2018 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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. |