0001140361-13-043194.txt : 20131115
0001140361-13-043194.hdr.sgml : 20131115
20131115171348
ACCESSION NUMBER: 0001140361-13-043194
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20131113
FILED AS OF DATE: 20131115
DATE AS OF CHANGE: 20131115
ISSUER:
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
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
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MILLER W. THADDEUS
CENTRAL INDEX KEY: 0001442784
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-12079
FILM NUMBER: 131224696
MAIL ADDRESS:
STREET 1: 717 TEXAS AVENUE, SUITE 1000
CITY: HOUSTON
STATE: TX
ZIP: 77002
4
1
doc1.xml
FORM 4
X0306
4
2013-11-13
0
0000916457
CALPINE CORP
CPN
0001442784
MILLER W. THADDEUS
CALPINE CORPORATION
717 TEXAS AVENUE, SUITE 1000
HOUSTON
TX
77002
0
1
0
0
EVP, Chief Legal Officer & Sec
Common Stock, par value $0.001 per share
2013-11-13
5
G
0
3164
0
D
0
I
By grantor retained annuity trust
Common Stock, par value $0.001 per share
38513
I
As trustee for Son
Common Stock, par value $0.001 per share
38513
I
As trustee for Son
Common Stock, par value $0.001 per share
25667
I
As trustee for Son
Common Stock, par value $0.001 per share
10052
I
By grantor retained annuity trust
Common Stock, par value $0.001 per share
12660
I
By grantor retained annuity trust
Comon Stock, par value $0.001 peer share
210431
D
Common Stock, par value $0.001 per share
7762
I
By grantor retained annuity trust
Common Stock, par value $0.001 per share
17610
I
By grantor retained annuity trust
On November 11, 2013, 5,315 shares of Calpine Corporation (the "Company") common stock were automatically transferred to the Reporting Person's direct ownership account in satisfaction of the annuity payment obligations pursuant to the terms of the October 2011 grantor retained annuity trust ("GRAT"). On November 13, 2013, the GRAT terminated pursuant to its terms and 1,186, 1,186 and 792 shares of Company common stock were automatically transferred to three separate trusts as described in footnote (2). The Reporting Person was the sole recipient of the annuity payments made by the October 2011 GRAT and served as the trustee of the GRAT.
Includes shares of Company common stock automatically transferred to three trusts upon termination of the October 2011 GRAT. 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.
On November 11, 2013, 7,345 shares of Company common stock were automatically transferred to the Reporting Person's direct ownership account in satisfaction of the annuity payment obligations pursuant to the terms of the November 2012 GRAT. The Reporting Person is the sole recipient of the annuity payments made by the November 2012 GRAT and serves as the trustee of the GRAT.
On November 11, 2013, the Reporting Person contributed 7,345 and 5,315 shares of Company common stock from his direct ownership account to fund a new GRAT. The Reporting Person is the sole recipient of the annuity payments made by this GRAT and serves as the trustee of this GRAT.
The October 2011 GRAT transferred five (5) shares of Company common stock back to the Reporting Person's direct ownership account and the Reporting Person contributed $95.90 to the October 2011 GRAT on November 13, 2013, during an open trading window and in accordance with the terms of the GRAT (at $19.18 per share, the average of the high and low prices of Company common stock on November 13, 2013, as reported on the New York Stock Exchange). This transfer was completed to effect "to the penny" distributions by the October 2011 GRAT in accordance with the terms of the GRAT and is exempt pursuant to Rule 16a-13 under the Securities and Exchange Act of 1934 as a change in the form of beneficial ownership. The Reporting Person was the sole recipient of the annuity payments made by the October 2011 GRAT and served as the trustee of the GRAT.
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.
The Reporting Person funded this GRAT on May 7, 2013, is the sole recipient of the annuity payments made by this GRAT and serves as the trustee of this GRAT.
/s/ W. Thaddeus Miller
2013-11-15