SC 13D/A

0001193125-15-298989.txt : 20150821 0001193125-15-298989.hdr.sgml : 20150821 20150821160205 ACCESSION NUMBER: 0001193125-15-298989 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150821 DATE AS OF CHANGE: 20150821 GROUP MEMBERS: FARRINGTON CAPITAL, L.P GROUP MEMBERS: FARRINGTON MANAGEMENT, LLC GROUP MEMBERS: LS POWER PARTNERS II, L.P. GROUP MEMBERS: LSP CAL HOLDINGS II, LLC GROUP MEMBERS: LUMINUS ENERGY PARTNERS MASTER FUND, LTD. GROUP MEMBERS: LUMINUS SPECIAL OPPORTUNITIES I ONSHORE, L.P. GROUP MEMBERS: LUMINUS SPECIAL OPPORTUNITIES I PIE MASTER, L.P. GROUP MEMBERS: VEGA ASSET PARTNERS, LP (FORMERLY KNOWN AS LUMINUS ASSET PAR GROUP MEMBERS: VEGA ENERGY GP, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CALPINE CORP CENTRAL INDEX KEY: 0000916457 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 770212977 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48317 FILM NUMBER: 151068914 BUSINESS ADDRESS: STREET 1: 717 TEXAS AVENUE STREET 2: SUITE 1000 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7138302000 MAIL ADDRESS: STREET 1: 717 TEXAS AVENUE STREET 2: SUITE 1000 CITY: HOUSTON STATE: TX ZIP: 77002 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LUMINUS MANAGEMENT LLC CENTRAL INDEX KEY: 0001279151 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1700 BROADWAY STREET 2: 38TH FL CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2126153450 MAIL ADDRESS: STREET 1: 1700 BROADWAY STREET 2: 38TH FL CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 d88008dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 12)*

Calpine Corporation

(Name of Issuer)

Common Shares, par value $0.001 per share

(Title of Class of Securities)

131347304

(CUSIP Number)

James J. Moloney

Gibson, Dunn & Crutcher LLP

3161 Michelson Drive

Irvine, CA 92612

(949) 451-4343

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 19, 2015

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule 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 disclosures provided in a prior cover page.

The information required on 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).

13D/A


CUSIP No. 131347304		Page 2 of 18 Pages


1	Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). LUMINUS MANAGEMENT, LLC
2	Check the appropriate box if a member of a group (see instructions) (a) x (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 person with:		7	Sole voting power 0
		8	Shared voting power 27,254,102
		9	Sole dispositive power 0
		10	Shared dispositive power 27,254,102
11	Aggregate amount beneficially owned by each reporting person 27,254,102
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row (11) 7.6%*
14	Type of reporting person (see instructions) IA

*	Based on 360,092,812 shares of common stock outstanding as of July 28, 2015 reported in the Form 10-Q for the quarterly period ended June 30, 2015 filed by the Issuer with the Securities and Exchange Commission on July 30, 2015.

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CUSIP No. 131347304		Page 3 of 18 Pages


1	Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). LUMINUS ENERGY PARTNERS MASTER FUND, LTD.
2	Check the appropriate box if a member of a group (see instructions) (a) x (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 person with:		7	Sole voting power 0
		8	Shared voting power 27,254,102
		9	Sole dispositive power 0
		10	Shared dispositive power 27,254,102
11	Aggregate amount beneficially owned by each reporting person 27,254,102
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row (11) 7.6%*
14	Type of reporting person (see instructions) OO

*	Based on 360,092,812 shares of common stock outstanding as of July 28, 2015 reported in the Form 10-Q for the quarterly period ended June 30, 2015 filed by the Issuer with the Securities and Exchange Commission on July 30, 2015.

13D/A


CUSIP No. 131347304		Page 4 of 18 Pages


1	Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). LUMINUS SPECIAL OPPORTUNITIES I ONSHORE, L.P.
2	Check the appropriate box if a member of a group (see instructions) (a) x (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 person with:		7	Sole voting power 0
		8	Shared voting power 27,254,102
		9	Sole dispositive power 0
		10	Shared dispositive power 27,254,102
11	Aggregate amount beneficially owned by each reporting person 27,254,102
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row (11) 7.6%*
14	Type of reporting person (see instructions) PN

*	Based on 360,092,812 shares of common stock outstanding as of July 28, 2015 reported in the Form 10-Q for the quarterly period ended June 30, 2015 filed by the Issuer with the Securities and Exchange Commission on July 30, 2015.

13D/A


CUSIP No. 131347304		Page 5 of 18 Pages


1	Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). LUMINUS SPECIAL OPPORTUNITIES I PIE MASTER, L.P.
2	Check the appropriate box if a member of a group (see instructions) (a) x (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 person with:		7	Sole voting power 0
		8	Shared voting power 27,254,102
		9	Sole dispositive power 0
		10	Shared dispositive power 27,254,102
11	Aggregate amount beneficially owned by each reporting person 27,254,102
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row (11) 7.6%*
14	Type of reporting person (see instructions) PN

*	Based on 360,092,812 shares of common stock outstanding as of July 28, 2015 reported in the Form 10-Q for the quarterly period ended June 30, 2015 filed by the Issuer with the Securities and Exchange Commission on July 30, 2015.

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CUSIP No. 131347304		Page 6 of 18 Pages


1	Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). LS POWER PARTNERS II, L.P.
2	Check the appropriate box if a member of a group (see instructions) (a) x (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 person with:		7	Sole voting power 0
		8	Shared voting power 27,254,102
		9	Sole dispositive power 0
		10	Shared dispositive power 27,254,102
11	Aggregate amount beneficially owned by each reporting person 27,254,102
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row (11) 7.6%*
14	Type of reporting person (see instructions) PN

*	Based on 360,092,812 shares of common stock outstanding as of July 28, 2015 reported in the Form 10-Q for the quarterly period ended June 30, 2015 filed by the Issuer with the Securities and Exchange Commission on July 30, 2015.

13D/A


CUSIP No. 131347304		Page 7 of 18 Pages


1	Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). LSP CAL HOLDINGS II, LLC
2	Check the appropriate box if a member of a group (see instructions) (a) x (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 person with:		7	Sole voting power 0
		8	Shared voting power 27,254,102
		9	Sole dispositive power 0
		10	Shared dispositive power 27,254,102
11	Aggregate amount beneficially owned by each reporting person 27,254,102
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row (11) 7.6%*
14	Type of reporting person (see instructions) OO

*	Based on 360,092,812 shares of common stock outstanding as of July 28, 2015 reported in the Form 10-Q for the quarterly period ended June 30, 2015 filed by the Issuer with the Securities and Exchange Commission on July 30, 2015.

13D/A


CUSIP No. 131347304		Page 8 of 18 Pages


1	Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). VEGA ENERGY GP, LLC
2	Check the appropriate box if a member of a group (see instructions) (a) x (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 person with:		7	Sole voting power 0
		8	Shared voting power 27,254,102
		9	Sole dispositive power 0
		10	Shared dispositive power 27,254,102
11	Aggregate amount beneficially owned by each reporting person 27,254,102
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row (11) 7.6%*
14	Type of reporting person (see instructions) OO

*	Based on 360,092,812 shares of common stock outstanding as of July 28, 2015 reported in the Form 10-Q for the quarterly period ended June 30, 2015 filed by the Issuer with the Securities and Exchange Commission on July 30, 2015.

13D/A


CUSIP No. 131347304		Page 9 of 18 Pages


1	Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). VEGA ASSET PARTNERS, LP (formerly known as LUMINUS ASSET PARTNERS, LP)
2	Check the appropriate box if a member of a group (see instructions) (a) x (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 person with:		7	Sole voting power 0
		8	Shared voting power 27,254,102
		9	Sole dispositive power 0
		10	Shared dispositive power 27,254,102
11	Aggregate amount beneficially owned by each reporting person 27,254,102
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row (11) 7.6%*
14	Type of reporting person (see instructions) PN

*	Based on 360,092,812 shares of common stock outstanding as of July 28, 2015 reported in the Form 10-Q for the quarterly period ended June 30, 2015 filed by the Issuer with the Securities and Exchange Commission on July 30, 2015.

13D/A


CUSIP No. 131347304		Page 10 of 18 Pages


1	Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). FARRINGTON MANAGEMENT, LLC
2	Check the appropriate box if a member of a group (see instructions) (a) x (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 person with:		7	Sole voting power 0
		8	Shared voting power 27,254,102
		9	Sole dispositive power 0
		10	Shared dispositive power 27,254,102
11	Aggregate amount beneficially owned by each reporting person 27,254,102
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row (11) 7.6%*
14	Type of reporting person (see instructions) OO

*	Based on 360,092,812 shares of common stock outstanding as of July 28, 2015 reported in the Form 10-Q for the quarterly period ended June 30, 2015 filed by the Issuer with the Securities and Exchange Commission on July 30, 2015.

13D/A


CUSIP No. 131347304		Page 11 of 18 Pages


1	Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). FARRINGTON CAPITAL, L.P.
2	Check the appropriate box if a member of a group (see instructions) (a) x (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 person with:		7	Sole voting power 0
		8	Shared voting power 27,254,102
		9	Sole dispositive power 0
		10	Shared dispositive power 27,254,102
11	Aggregate amount beneficially owned by each reporting person 27,254,102
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row (11) 7.6%*
14	Type of reporting person (see instructions) PN

*	Based on 360,092,812 shares of common stock outstanding as of July 28, 2015 reported in the Form 10-Q for the quarterly period ended June 30, 2015 filed by the Issuer with the Securities and Exchange Commission on July 30, 2015.

13D/A


CUSIP No. 131347304		Page 12 of 18 Pages

This Amendment No. 12 (this “Amendment”) amends and supplements the Schedule 13D filed on February 11, 2008 (the “Original Filing”) by the Reporting Persons relating to the Common Stock, par value $0.001 per share (“Shares”) of Calpine Corporation, a Delaware corporation (the “Issuer”). Information reported in the Original Filing remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment or Amendment Numbers 1 through 11. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Original Filing.

Item 2. Identity and Background.

Item 2 of the Original Filing, as amended, is hereby amended and supplemented to add the following paragraphs at the end thereof:

This Schedule 13D is being filed by Luminus Management, LLC (“Luminus Management”), LSP Cal Holdings II, LLC (“LSP Cal II”), LS Power Partners II, L.P. (“Partners II”), Luminus Energy Partners Master Fund, Ltd. (“Luminus Energy Fund”), Vega Energy GP, LLC (“Vega Energy”), Vega Asset Partners, L.P. (“Vega Asset Partners”), Farrington Capital, L.P. (“Farrington”), Farrington Management, LLC (“Farrington Management”), Luminus Special Opportunities I Onshore, L.P. (“Luminus I Onshore”), and Luminus Special Opportunities I PIE Master, L.P. (“Luminus I PIE Master”) pursuant to their agreement to the joint filing of this Schedule 13D (the “Fourth Amended and Restated Joint Filing Agreement,” filed previously as Exhibit 7.1 to Amendment Number 11 to the Original Filing).

LSP Cal II, Partners I, Partners II, Farrington and Farrington Management are together referred to herein as the “LS Power Entities,” and Luminus Management, Luminus Energy Fund, Luminus I Onshore, and Luminus I PIE Master are together referred to herein as the “Luminus Entities.” The LS Power Entities, the Luminus Entities, Vega Energy, and Vega Asset Partners are together referred to herein as the “Reporting Persons,” and each of them are individually referred to herein as a “Reporting Person.”

Jonathan Barrett directly (whether through ownership interest or position) may be deemed to control the Luminus Entities and have shared voting and investment power with respect to the Shares owned by Luminus Energy Fund, Luminus I Onshore, and Luminus I PIE Master. As such, Mr. Barrett may be deemed to have shared beneficial ownership of the Shares owned by Luminus Energy Fund, Luminus I Onshore, and Luminus I PIE Master. Mr. Barrett, however, disclaims beneficial ownership of such Shares. Mr. Barrett’s current principal occupation is president and manager of Luminus Management.

Item 4. Purpose of Transaction.

Item 4 of the Original Filing, as amended, is hereby amended and supplemented to add the following paragraph at the end thereof:

The Reporting Persons have purchased Shares in order to better align the size of their investment in the Issuer within their portfolio of investments. From time to time, the Reporting Persons may make additional purchases or sales of the Shares.

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CUSIP No. 131347304		Page 13 of 18 Pages

Item 5. Interest in Securities of the Issuer.

Items 5(a), (b) and (c) of the Original Filing are hereby amended by adding the following at the end thereof:

(a) As of August 19, 2015, Luminus Energy Fund is the record owner of 5,839,001 Shares, representing approximately 1.6% of the outstanding Shares. Luminus I Onshore is the record owner of 712,523 Shares, representing approximately 0.20% of the outstanding Shares. Luminus I PIE Master is the record owner of 1,203,522 Shares, representing approximately 0.33% of the outstanding Shares. Farrington is the record owner of 116,350 Shares, representing approximately 0.03% of the outstanding Shares. LSP Cal II is the record owner of 16,962,856 Shares, representing approximately 4.7% of the outstanding Shares. Vega Asset Partners is the record owner of 2,419,850 Shares, representing approximately 0.67% of the outstanding Shares.

(b)


Reporting Persons	Number of Shares With Sole Voting and Dispositive Power		Number of Shares With Shared Voting and Dispositive Power		Aggregate Number of Shares Beneficially Owned		Percentage of Class Beneficially Owned *
Luminus Management, LLC		0		27,254,102		27,254,102		7.6	%
Luminus Energy Partners Master Fund, Ltd.		0		27,254,102		27,254,102		7.6	%
Luminus Special Opportunities I Onshore, L.P.		0		27,254,102		27,254,102		7.6	%
Luminus Special Opportunities I PIE Master, L.P.		0		27,254,102		27,254,102		7.6	%
LS Power Partners II, L.P.		0		27,254,102		27,254,102		7.6	%
LSP Cal Holdings II, LLC		0		27,254,102		27,254,102		7.6	%
Vega Energy GP, LLC		0		27,254,102		27,254,102		7.6	%
Vega Asset Partners, LP		0		27,254,102		27,254,102		7.6	%
Farrington Management, LLC		0		27,254,102		27,254,102		7.6	%
Farrington Capital, L.P.		0		27,254,102		27,254,102		7.6	%

*	Based on 360,092,812 shares of common stock outstanding as of July 28, 2015 reported in the Form 10-Q for the quarterly period ended June 30, 2015 filed by the Issuer with the Securities and Exchange Commission on July 30, 2015.

(c) All transactions in the Shares effected by the Reporting Persons during the 60 day period up to and including August 19, 2015 are set forth in Annex A, attached to this Schedule 13D and incorporated herein by reference.

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CUSIP No. 131347304

Page 14 of 18 Pages

SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: August 21, 2015


Luminus Management, LLC

By:		/s/ Jonathan Barrett
Name:		Jonathan Barrett
Title:		President

Luminus Energy Partners Master Fund, Ltd.

By:		Luminus Management, LLC
Its:		Investment Manager

By:		/s/ Jonathan Barrett
Name:		Jonathan Barrett
Title:		President

Luminus Special Opportunities I Onshore, L.P.

By:		Luminus Management, LLC
Its:		Investment Manager

By:		/s/ Jonathan Barrett
Name:		Jonathan Barrett
Title:		President

Luminus Special Opportunities I PIE Master, L.P.

By:		Luminus Management, LLC
Its:		Investment Manager

By:		/s/ Jonathan Barrett
Name:		Jonathan Barrett
Title:		President

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CUSIP No. 131347304

Page 15 of 18 Pages


LS Power Partners II, L.P.

By:		/s/ Darpan Kapadia
Name:		Darpan Kapadia
Title:		Managing Director

LSP Cal Holdings II, LLC

By:		/s/ Darpan Kapadia
Name:		Darpan Kapadia
Title:		Executive Vice President

Vega Energy GP, LLC

By:		/s/ Paul Segal
Name:		Paul Segal
Title:		President

Vega Asset Partners, LP

By:		Vega Energy GP, LLC
Its:		General Partner

By:		/s/ Paul Segal
Name:		Paul Segal
Title:		President

Farrington Management, LLC

By:		/s/ Mikhail Segal
Name:		Mikhail Segal
Title:		Vice President

Farrington Capital, L.P.

By:		Farrington Management, LLC
Its:		General Partner

By:		/s/ Mikhail Segal
Name:		Mikhail Segal
Title:		Vice President

13D/A

CUSIP No. 131347304

Page 16 of 18 Pages

ANNEX A TO SCHEDULE 13D

PARTY EFFECTING TRANSACTION

DATE

BUY

/SELL

QUANTITY

AVERAGE

PRICE ($)*

CURRENCY