UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)*

Calpine Corporation

(Name of Issuer)

Common Shares, par value $0.001 per share

(Title of Class of Securities)

131347304

(CUSIP Number)

James J. Moloney

Gibson, Dunn & Crutcher LLP

3161 Michelson Drive

Irvine, CA 92612

(949) 451-4343

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 6, 2012

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

13D/A

CUSIP No. 131347304 Page 2 of 14 Pages

1	NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). LUMINUS MANAGEMENT, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  þ        (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 54,547,851
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 54,547,851
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 54,547,851
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.7%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA

* Based on 466,616,007 shares of common stock outstanding as of July 24, 2012 reported in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on July 26, 2012.

13D/A

CUSIP No. 131347304 Page 3 of 14 Pages

1	NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). LSP CAL HOLDINGS I, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  þ        (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 54,547,851
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 54,547,851
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 54,547,851
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.7%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

* Based on 466,616,007 shares of common stock outstanding as of July 24, 2012 reported in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on July 26, 2012.

13D/A

CUSIP No. 131347304 Page 4 of 14 Pages

1	NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). LSP CAL HOLDINGS II, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  þ        (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 54,547,851
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 54,547,851
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 54,547,851
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.7%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

* Based on 466,616,007 shares of common stock outstanding as of July 24, 2012 reported in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on July 26, 2012.

13D/A

CUSIP No. 131347304 Page 5 of 14 Pages

1	NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). LS POWER PARTNERS, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  þ        (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 54,547,851
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 54,547,851
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 54,547,851
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.7%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

* Based on 466,616,007 shares of common stock outstanding as of July 24, 2012 reported in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on July 26, 2012.

13D/A

CUSIP No. 131347304 Page 6 of 14 Pages

1	NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). LS POWER PARTNERS II, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  þ        (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 54,547,851
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 54,547,851
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 54,547,851
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.7%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

* Based on 466,616,007 shares of common stock outstanding as of July 24, 2012 reported in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on July 26, 2012.

13D/A

CUSIP No. 131347304 Page 7 of 14 Pages

1	NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). LUMINUS ENERGY PARTNERS MASTER FUND, LTD.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  þ        (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 54,547,851
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 54,547,851
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 54,547,851
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.7%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

* Based on 466,616,007 shares of common stock outstanding as of July 24, 2012 reported in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on July 26, 2012.

13D/A

CUSIP No. 131347304 Page 8 of 14 Pages

1	NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). VEGA ASSET PARTNERS, L.P. (formerly known as LUMINUS ASSET PARTNERS, LP)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  þ        (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 54,547,851
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 54,547,851
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 54,547,851
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.7%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

* Based on 466,616,007 shares of common stock outstanding as of July 24, 2012 reported in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on July 26, 2012.

13D/A

CUSIP No. 131347304 Page 9 of 14 Pages

1	NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). FARRINGTON CAPITAL, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  þ        (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 54,547,851
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 54,547,851
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 54,547,851
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.7%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN

* Based on 466,616,007 shares of common stock outstanding as of July 24, 2012 reported in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on July 26, 2012.

13D/A

CUSIP No. 131347304 Page 10 of 14 Pages

1	NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). FARRINGTON MANAGEMENT, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)  þ        (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 54,547,851
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 54,547,851
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 54,547,851
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.7%*
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

* Based on 466,616,007 shares of common stock outstanding as of July 24, 2012 reported in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on July 26, 2012.

13D/A

CUSIP No. 131347304 Page 11 of 14 Pages

This Amendment No. 5 (this “Amendment”) amends and supplements the Schedule 13D filed on February 11, 2008 (the “Original Filing”) by the Reporting Persons relating to the Common Stock, par value $0.001 per share (the “Shares”) of Calpine Corporation, a Delaware corporation (the “Issuer”). Information reported in the Original Filing remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment or Amendment Numbers 1, 2, 3 or 4. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Original Filing.

Item 4. Purpose of Transaction.

Item 4 of the Original Filing, as amended, is hereby amended and supplemented to add the following paragraph at the end thereof:

The Reporting Persons have sold shares in order to better align the size of their investment in the Issuer within their portfolio of investments. From time to time, the Reporting Persons may make additional purchases or sales of the Shares.

Item 5. Interest in Securities of the Issuer.

Items 5(a), (b) and (c) of the Original Filing are hereby amended by adding the following at the end thereof:

(a) As of September 6, 2012, LSP Cal I is the record owner of 25,460,255 Shares, representing approximately 5.5% of the outstanding Shares. Luminus Energy Fund is the record owner of 7,050,640 Shares, representing approximately 1.5% of the outstanding Shares. Farrington is the record owner of 116,350 Shares, representing approximately .02% of the outstanding Shares. LSP Cal II is the record owner of 20,018,356 Shares, representing approximately 4.3% of the outstanding Shares. Vega Asset Partners is the record owner of 1,902,250 Shares, representing approximately 0.4% of the outstanding Shares.

(b)

Reporting Persons	Number of Shares With Sole Voting and Dispositive Power		Number of Shares With Shared Voting and Dispositive Power		Aggregate Number of Shares Beneficially Owned		Percentage of Class Beneficially Owned *
LSP Cal Holdings I, LLC		0		54,547,851		54,547,851		11.7	%
LSP Cal Holdings II, LLC		0		54,547,851		54,547,851		11.7	%
Luminus Management, LLC		0		54,547,851		54,547,851		11.7	%
Luminus Energy Partners Master Fund, Ltd.		0		54,547,851		54,547,851		11.7	%
Vega Asset Partners, L.P.		0		54,547,851		54,547,851		11.7	%
Vega Energy GP, LLC		0		54,547,851		54,547,851		11.7	%
LS Power Partners, L.P.		0		54,547,851		54,547,851		11.7	%
LS Power Partners II, L.P.		0		54,547,851		54,547,851		11.7	%
Farrington Capital, LP		0		54,547,851		54,547,851		11.7	%
Farrington Management, LLC		0		54,547,851		54,547,851		11.7	%

* Based on 466,616,007 shares of common stock outstanding as of July 24, 2012 reported in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on July 26, 2012.

13D/A

CUSIP No. 131347304 Page 12 of 14 Pages

(c)

PARTY EFFECTING TRANSACTION	DATE		BUY /SELL		QUANTITY		AVERAGE PRICE ($)		CURRENCY
Luminus Energy Partners Master Fund, Ltd.		9/6/2012		Sell		2,250,000		17.80		USD
Vega Asset Partners, L.P.		9/6/2012		Sell		300,000		17.80		USD
LSP Cal Holdings I, LLC		9/6/2012		Sell		17,450,000		17.80		USD

Item 6.      Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

In connection with the transactions reported herein, the Reporting Persons have agreed to not sell additional shares of the Issuer for 45 days from September 6, 2012.

Item 7.      Material To Be Filed As Exhibits.

Item 7 of the Original Filing, as amended, is hereby amended by adding the following at the end thereof:

Exhibit No.	Description
7.1	Amended and Restated Joint Filing Agreement, dated August 22, 2011 (previously filed).

13D/A

CUSIP No. 131347304 Page 13 of 14 Pages

SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: September 6, 2012

Luminus Management, LLC
By:	/s/ Jonathan Barrett
	Name: Jonathan Barrett
	Title: President

LSP Cal Holdings I, LLC
By:	/s/ Darpan Kapadia
	Name: Darpan Kapadia
	Title: Managing Director

LSP Cal Holdings II, LLC
By:	/s/ Darpan Kapadia
	Name: Darpan Kapadia
	Title: Executive Vice President

LS Power Partners, L.P.
By:	/s/ Darpan Kapadia
	Name: Darpan Kapadia
	Title: Managing Director

LS Power Partners II, L.P.
By:	/s/ Darpan Kapadia
	Name: Darpan Kapadia
	Title: Managing Director

13D/A

CUSIP No. 131347304 Page 14 of 14 Pages

Luminus Energy Partners Master Fund, Ltd.
By:	Luminus Management, LLC
Its:	Investment Manager
By:	/s/ Jonathan Barrett
	Name: Jonathan Barrett
	Title: President

Vega Asset Partners, LP
By:	/s/ Paul Segal
	Name: Paul Segal
	Title: President

Farrington Capital, LP
By:	Farrington Management, LLC
Its:	General Partner
By:	/s/ Mikhail Segal
	Name: Mikhail Segal
	Title: Vice President

Farrington Management, LLC

By:	/s/ Mikhail Segal
	Name: Mikhail Segal
	Title: Vice President