0001181431-13-027648.txt : 20130514 0001181431-13-027648.hdr.sgml : 20130514 20130514164835 ACCESSION NUMBER: 0001181431-13-027648 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130510 FILED AS OF DATE: 20130514 DATE AS OF CHANGE: 20130514 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RYAN J. STUART CENTRAL INDEX KEY: 0001425020 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12079 FILM NUMBER: 13842251 MAIL ADDRESS: STREET 1: 717 TEXAS AVENUE CITY: HOUSTON STATE: TX ZIP: 77002 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 4 1 rrd379883.xml JSR CALPINE RSU 5.10.13 X0306 4 2013-05-10 0 0000916457 CALPINE CORP CPN 0001425020 RYAN J. STUART 591 REDWOOD HIGHWAY, SUITE 3215 MILL VALLEY CA 94941 1 0 0 0 Common Stock 2013-05-10 4 A 0 6785 0 A 43081560 I See Footnotes Represents award of restricted stock units pursuant to Calpine Corporation's 2008 Director Incentive Plan. The award vests on the earlier to occur of (i) the first anniversary of the grant date or (ii) the day immediately preceding the date of the 2014 annual meeting of stockholders. The shares become payable on the earliest to occur of (i) the reporting person's elected distribution date, (ii) the consummation of a change in control, or (iii) upon termination of service on the board of directors. Each restricted stock unit represents a contingent right to receive one share of Calpine Corporation common stock. The restricted stock units are payable solely in common stock. This award of restricted stock units was made to J. Stuart Ryan ("JSR") as a Director and Chairman of the Board of the Issuer. These units are in addition to 31,838 restricted stock units previously awarded to JSR. Additionally, JSR directly owns 5,029 shares of the Issuer's common stock. Additionally, 39,187,312 shares of the Issuer's common stock are owned directly by SPO Partners II, L.P. ("SPO Partners"), and may be deemed to be indirectly beneficially owned by (i) SPO Advisory Partners, L.P. ("SPO Advisory"), the sole general partner of SPO Partners, (ii) SPO Advisory Corp. ("SPO Corp."), the sole general partner of SPO Advisory, and (iii) John H. Scully ("JHS") and Edward H. McDermott ("EHM"), the two controlling persons of SPO Corp. Additionally, 1,498,296 shares of the Issuer's common stock are owned directly by San Francisco Partners, L.P. ("SF Partners"), and may be deemed to be indirectly beneficially owned by (i) SF Advisory Partners, L.P. ("SF Advisory"), the sole general partner of SF Partners, (ii) SPO Corp., the sole general partner of SF Advisory, and (iii) JHS and EHM, the two controlling persons of SPO Corp. Additionally, 2,352,300 shares of the Issuer's common stock are owned directly by SPO Partners II Co-Investment Partnership, L.P. ("SPO Co-Invest"), and may be deemed to be indirectly beneficially owned by (i) SPO Advisory, the sole general partner of SPO Co-Invest, (ii) SPO Corp., the sole general partner of SPO Advisory, and (iii) JHS and EHM, the two controlling persons of SPO Corp. Additionally, JHS owns 3,800 shares of the Issuer's common stock in his IRA, which is self-directed. Additionally, EHM owns 4,300 shares of the Issuer's common stock in his IRA, which is self-directed. Additionally, these shares may be deemed to be indirectly beneficially owned by JSR and his investment vehicle, Rydout LLC ("Rydout"), solely in his advisory capacity to SPO Corp., with respect to investments by SPO Partners, SF Partners, and SPO Co-Invest in securities of Calpine Corporation. Kim M. Silva 2013-05-14