Carlyle/Riverstone Global Energy & Power Fund III L P Form 3 Talen Energy / Global Energy & Power Fund III L P Carlyle/Riverstone ownership change

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^*

Carlyle/Riverstone Global Energy & Power Fund III L P

(Last) (First) (Middle)

712 FIFTH AVENUE, 51ST FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/01/2015

3. Issuer Name and Ticker or Trading Symbol
Talen Energy Corp [ TLN ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
Common Stock	16,325,235	D(1)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Carlyle/Riverstone Global Energy & Power Fund III L P

(Last) (First) (Middle)

712 FIFTH AVENUE, 51ST FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Carlyle/Riverstone Energy Partners III, L.P.

(Last) (First) (Middle)

712 FIFTH AVENUE, 51ST FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

C/R Energy GP III, LLC

(Last) (First) (Middle)

712 FIFTH AVENUE, 51ST FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Explanation of Responses:

1. These securities are directly held by C/R Energy Jade LLC ("Jade"). C/R Energy GP III, LLC ("Ultimate GP") is the general partner of Carlyle/Riverstone Energy Partners III, L.P. ("C/R GP"), which is the general partner of Carlyle/Riverstone Global Energy and Power Fund III, L.P. ("Fund III LP") which is the controlling member of Jade. Each of Ultimate GP, C/R GP and Fund III LP may be deemed to indirectly own the common stock directly owned by Jade.

	By: /s/ Thomas J. Walker, as authorized signatory of C/R Energy GP III, LLC, the GP of Carlyle/Riverstone Energy Partners III, L.P., the GP of Carlyle/Riverstone Global Energy and Power Fund III, L.P.	06/11/2015
	** Signature of Reporting Person	Date
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