SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Murphy Michael Taft

(Last)

(First)

(Middle)

300 CARNEGIE CENTER

SUITE 300

(Street)

PRINCETON

08540

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/28/2022

3. Issuer Name and Ticker or Trading Symbol
Clearway Energy, Inc. [ CWEN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CHIEF INVESTMENT OFFICER

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class C Common Stock, par value $.01 per share	27,579⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Relative Performance Stock Units	04/15/2025	04/15/2025	Class C Common Stock, par value $.01 per share	7,681	⁽²⁾⁽³⁾	D

Explanation of Responses:

1. Includes the following unvested Restricted Stock Units ("RSUs") issued by Clearway Energy, Inc. (the "Company") under the Company's Amended and Restated 2013 Equity Incentive Plan ("LTIP"): (i) 3,626 RSUs issued on April 15, 2020, which RSUs will vest on April 15, 2023, (ii) 4,934 RSUs issued on April 15, 2021, of which 2,463 RSUs will vest on April 15, 2023 and 2,471 RSUs will vest on April 15, 2024, and (iii) 3,916 RSUs issued on April 15, 2022, which RSUs will vest ratably over a three-year period beginning on the first anniversary of the date of the grant. In addition, includes 539 dividend equivalent rights accrued on the Reporting Person's RSUs, which become exercisable proportionately with the RSUs to which they relate and may only be settled in the Company's Class C Common Stock.

2. The Reporting Person was issued 7,681 Relative Performance Stock Units ("RPSUs") by Clearway Energy, Inc. under the LTIP on April 15, 2022. The RPSUs will convert to shares of Clearway Energy, Inc. Class C Common Stock on April 15, 2025 only in the event the Company has achieved a certain level of total shareholder return ("TSR") relative to the Peer Group (defined below) over a three-year performance period. The number of shares of Common Stock that the Reporting Person may receive is interpolated for TSR falling between Threshold, Target, and Maximum levels as described below.

3. Reporting Person will receive (i) a maximum of 11,521 shares of Class C Common Stock if Company's TSR is ranked at or above the 75th percentile relative to a peer group of companies approved by the Company's Compensation Committee (the "Peer Group") for the performance period ("Maximum"); (ii) 7,681 shares of Class C Common Stock if Company's TSR is ranked at the 50th percentile relative to the Peer Group for the performance period (the "Target"); provided, however, if TSR is less than negative twenty percent (-20%), the Company's TSR must be ranked at the 60th percentile relative to the Peer Group for the performance period to receive the Target award; or (iii) 1,920 shares of Common Stock if Company's TSR is ranked at the 25th percentile relative to the Peer Group for the performance period (the "Threshold").The Reporting Person will not receive any shares of Common Stock if Company's TSR is below the 25th percentile.

	/s/ Kevin P. Malcarney, Attorney-in-Fact	06/03/2022
	** 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 5 (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.
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