MILLER W. THADDEUS 4

Accession 0000916457-18-000135

CIK 0000916457other

Filed

Mar 11, 8:00 PM ET

Accepted

Mar 12, 5:11 PM ET

Size

19.7 KB

Accession

0000916457-18-000135

Form 4

Period: 2018-03-08

EVP & CHIEF LEGAL OFFICER

Transactions

Disposition to Issuer
Common Stock, par value $0.001 per share
2018-03-08−157,381→ 0 total(indirect: By December 2016 GRAT)
Disposition to Issuer
Common Stock, par value $0.001 per share
2018-03-08−26,967→ 0 total(indirect: By Trust)
Disposition to Issuer
Common Stock, par value $0.001 per share
2018-03-08−40,462→ 0 total(indirect: By Trust)
Disposition to Issuer
Common Stock, par value $0.001 per share
2018-03-08−11,676→ 0 total(indirect: By August 2016 GRAT)
Disposition to Issuer
Performance Stock Units
2018-03-08−47,520→ 0 total
→ Common Stock, par value $0.001 per share (47,520 underlying)
Disposition to Issuer
Common Stock, par value $0.001 per share
2018-03-08−40,462→ 0 total(indirect: By Trust)
Disposition to Issuer
Common Stock, par value $0.001 per share
2018-03-08−97,867→ 0 total
Disposition to Issuer
Employee Stock Option (right to buy)
2018-03-08−146,996→ 0 total
Exercise: $11.69From: 2017-12-31Exp: 2027-02-15→ Common Stock, par value $0.001 per share (146,996 underlying)
Disposition to Issuer
Employee Stock Option (right to buy)
2018-03-08−100,000→ 0 total
Exercise: $9.49From: 2012-05-17Exp: 2019-05-07→ Common Stock, par value $0.001 per share (100,000 underlying)

Footnotes (3)

[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]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).
[F3]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

1 file

CALPINE CORP

CIK 0000916457

Entity typeother