4//SEC Filing
Novotny Andrew R. 4
Accession 0000916457-18-000127
CIK 0000916457other
Filed
Mar 11, 8:00 PM ET
Accepted
Mar 12, 4:46 PM ET
Size
15.0 KB
Accession
0000916457-18-000127
Insider Transaction Report
Form 4
CALPINE CORPCPN
Novotny Andrew R.
SVP of Commercial Operations
Transactions
- Disposition to Issuer
Employee Stock Option (right to buy)
2018-03-08−27,052→ 0 totalExercise: $11.69From: 2020-02-15Exp: 2027-02-15→ Common Stock, par value $0.001 per share (27,052 underlying) - Disposition to Issuer
Restricted Stock Units
2018-03-08−16,459→ 0 total→ Common Stock, par value $0.001 per share (16,459 underlying) - Disposition to Issuer
Performance Stock Units
2018-03-08−8,745→ 0 total→ Common Stock, par value $0.001 per share (8,745 underlying) - Disposition to Issuer
Common Stock, par value $0.001 per share
2018-03-08−52,768→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy)
2018-03-08−8,880→ 0 totalExercise: $16.81From: 2015-04-16Exp: 2022-04-16→ Common Stock, par value $0.001 per share (8,880 underlying)
Footnotes (5)
- [F1]On August 17, 2017, Calpine Corporation, a Delaware corporation the ("Company"), entered into an Agreement and Plan of Merger, dated August 17, 2017 (the "Merger Agreement") with Volt Parent, LP, a Delaware limited partnership ("Parent"), and Volt Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a subsidiary of Parent on the terms and conditions set forth in the Merger Agreement. At the effective time of the Merger, these shares of common stock have been converted into the right to receive $15.25 in cash, without interest.
- [F2]Award of restricted stock units ("RSU") pursuant to Calpine Corporation's 2017 Equity Incentive Plan (the "Equity Plan"). The grant was approved by the Board of Directors on February 15, 2017 contingent upon shareholder approval of the Equity Plan. The Equity Plan was approved by the Company's shareholders at the 2017 Annual Meeting on May 10, 2017 and became effective as of that date. The award vests in three equal annual installments on the first, second and third anniversary dates of the grant date. Each RSU converts into common stock on a one for one basis. Pursuant to the Merger Agreement, these RSUs were cancelled in exchange for the right to receive a cash payment of $15.25 for each such RSU.
- [F3]Pursuant to the Merger Agreement, these performance share units ("PSU") were cancelled in exchange for the right to receive a cash payment of $15.25 for each share of common stock underlying such PSU (assuming for this purpose that performance in respect of all such outstanding PSUs was achieved at a level that resulted in a payout of 150% of the target award).
- [F4]Pursuant to the Merger Agreement, this derivative security was cancelled for no consideration.
- [F5]Pursuant to the Merger Agreement, this derivative security was cancelled in exchange for a cash payment equal to the difference between the exercise price and $15.25.
Documents
Issuer
CALPINE CORP
CIK 0000916457
Entity typeother
Related Parties
1- filerCIK 0001697866
Filing Metadata
- Form type
- 4
- Filed
- Mar 11, 8:00 PM ET
- Accepted
- Mar 12, 4:46 PM ET
- Size
- 15.0 KB