SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
MILLER W. THADDEUS

(Last) (First) (Middle)
CALPINE CORPORATION
717 TEXAS AVENUE, SUITE 1000

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
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, Chief Legal Officer & Sec
3. Date of Earliest Transaction (Month/Day/Year)
03/14/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 03/14/2013 G V 4,614(1)(7) D $0 0 I By grantor retained annuity trust
Common Stock, par value $0.001 per share 35,563(1) I As trustee for Son(2)
Common Stock, par value $0.001 per share 35,563(1) I As trustee for Son(2)
Common Stock, par value $0.001 per share 23,698(1) I As trustee for Son(2)
Common Stock, par value $0.001 per share 127,280(7) D
Common Stock, par value $0.001 per share 17,244(7) I By grantor retained annuity trust(3)
Common Stock, par value $0.001 per share 12,833(7) I By grantor retained annuity trust(4)
Common Stock, par value $0.001 per share 8,484 I By grantor retained annuity trust(5)
Common Stock, par value $0.001 per share 17,397 I By grantor retained annuity trust(6)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 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: 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. On March 14, 2013, a grantor retained annuity trust ("GRAT") which was funded by the Reporting Person on October 15, 2010 terminated pursuant to its terms and in accordance with the trust agreement and 1,697, 1,697 and 1,120 shares of Calpine Corporation's (the "Company") common stock were automatically transferred to three separate trusts, of which the Reporting Person's children are respective beneficiaries, and the Reporting Person and his spouse serve as trustees. The Reporting Person may be deemed to be an indirect beneficial owner of the shares acquired by each trust and these shares continue to be reported on this Form 4 as indirectly owned. The Reporting Person was the sole recipient of the annuity payments made by the GRAT and served as the trustee of the GRAT.
2. Includes shares of Company common stock automatically transferred to three trusts upon termination of the GRATs established by the Reporting Person in 2009 and 2010. The Reporting Person's children are respective beneficiaries of the trusts, and the Reporting Person and his spouse serve as trustees. The Reporting Person may be deemed to be an indirect beneficial owner of the shares acquired by each trust and these shares continue to be reported on this Form 4 as indirectly owned.
3. The Reporting Person funded the GRAT on March 8, 2011, is the sole recipient of the annuity payments made by this GRAT and serves as the trustee of this GRAT.
4. The Reporting Person funded the GRAT on April 4, 2012, is the sole recipient of the annuity payments made by this GRAT and serves as the trustee of this GRAT.
5. The Reporting Person funded this GRAT on October 18, 2011, is the sole recipient of the annuity payments made by this GRAT and serves as the trustee of this GRAT.
6. The Reporting Person funded the GRAT on November 6, 2012, is the sole recipient of the annuity payments made by this GRAT and serves as the trustee of this GRAT.
7. The October 15, 2010 GRAT, the March 7, 2011 GRAT, and the March 9, 2012 GRAT, each transferred 100 shares of Company common stock back to the Reporting Person's direct ownership account and the Reporting Person contributed $1,996 to each GRAT on March 13, 2013 during an open trading window and in accordance with the terms of each GRAT (at $19.96 per share, the average of the high and low prices of Company common stock on March 13, 2013, as reported on the New York Stock Exchange). This transfer is exempt pursuant to Rule 16a-13 under the Securities and Exchange Act of 1934 as a change in the form of beneficial ownership, and was completed to satisfy "to the penny" annuity obligations and asset distributions by the GRATs in accordance with the respective terms of the GRATs as provided in the respective trust agreements. The Reporting Person is, and in the case of the terminated 2010 GRAT described in footnote (1) above was, the sole recipient of the annuity payments made by each GRAT.
Remarks:
/s/ W. Thaddeus Miller 03/18/2013
** 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 Number.