Mark Allen McFarland Form 3 Talen Energy / Mark Allen McFarland 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^*

McFarland Mark Allen

(Last) (First) (Middle)

2929 ALLEN PKWY, SUITE 2200

(Street)

HOUSTON TX 77019

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/09/2024

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

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

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

5. 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 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)

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
Restricted Stock Units	(1)	(1)	Common Stock	148,761	(2)	D
Performance-Based Restricted Stock Units	(3)	(3)	Common Stock	669,422	(4)	D

Explanation of Responses:

1. Represents restricted stock units ("RSUs") that, subject to the Reporting Person's continued employment, will vest in two equal annual installments on May 17, 2025 and May 17, 2026.

2. Each RSU represents a contingent right to receive one share of the common stock, par value $0.001 ("common stock") of Talen Energy Corporation (the "Company") or its cash equivalent, as determined at the time of settlement by the Company.

3. The performance-based restricted stock units ("PSUs") will vest or lapse on May 17, 2026. Vesting is subject to the achievement of performance goals by the reporting person and the reporting person's continued employment. The number of PSUs that vest can range from 0% to 200% of the target number of PSUs subject to the award. The number of shares in this row represents the maximum level of performance (or 200%).

4. Each PSU represents a contingent right to receive one share of common stock or its cash equivalent, as determined at the time of settlement by the Company.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ John C. Wander, attorney-in-fact	07/09/2024
	** 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 5 (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).
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