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