W. Thaddeus Miller Form 4 CALPINE / W. THADDEUS MILLER ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MILLER W. THADDEUS

(Last)

(First)

(Middle)

CALPINE CORPORATION

717 TEXAS AVENUE, SUITE 1000

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CALPINE CORP [ CPN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, CLO and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2017

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

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001 per share	12/31/2017		M⁽¹⁾		59,622	A	$0⁽²⁾	120,772	D
Common Stock, par value $0.001 per share	12/31/2017		F⁽³⁾		22,905	D	$15.13⁽⁴⁾	97,867	D
Common Stock, par value $0.001 per share								157,381	I	By December 2016 GRAT
Common Stock, par value $0.001 per share								26,967	I	By Trust
Common Stock, par value $0.001 per share								11,676	I	By August 2016 GRAT
Common Stock, par value $0.001 per share								40,462	I	By Trust
Common Stock, par value $0.001 per share								40,462	I	By Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0.0⁽²⁾	12/31/2017		M			59,622	⁽⁵⁾	⁽⁵⁾	Common Stock, par value $0.001 per share	59,622	$0	0	D

Explanation of Responses:

1. Represents the conversion upon vesting of restricted stock units ("RSUs") into common stock of Calpine Corporation (the "Company"). On May 10, 2017, the reporting person was granted 59,622 RSUs that were previously reported on Table II of a Form 4 filed with the Securities and Exchange Commission on May 10, 2017.

2. RSUs convert into common stock on a one-for-one basis.

3. Represents shares withheld by the Company at the reporting person's request, as permitted under the Company's 2017 Equity Incentive Plan (the "Equity Plan"), to satisfy the reporting person's tax withholding obligation in connection with the vesting on December 31, 2017 of certain shares of restricted stock units previously awarded to the reporting person. There was no open market sale of shares by the reporting person.

4. Closing market price of the Company common stock on Friday, December 29, 2017, representing the closing price per share on the day immediately preceding the Sunday, December 31, 2017 vesting date, on which the New York Stock Exchange was open for trading, as provided under the Equity Plan.

5. The award vested on December 31, 2017.

Remarks:

	W. Thaddeus Miller	01/03/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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W. Thaddeus Miller Form 4CALPINE / W. THADDEUS MILLER ownership change