4//SEC Filing
Sotos Christopher S 4
Accession 0001415889-24-010966
CIK 0001567683other
Filed
Apr 16, 8:00 PM ET
Accepted
Apr 17, 4:21 PM ET
Size
24.0 KB
Accession
0001415889-24-010966
Insider Transaction Report
Form 4
Sotos Christopher S
Director
Transactions
- Tax Payment
Class C Common Stock, par value $.01 per share
2024-04-15−3,322→ 341,245 total - Tax Payment
Class C Common Stock, par value $.01 per share
2024-04-15−3,168→ 338,077 total - Exercise/Conversion
Class C Common Stock, par value $.01 per share
2024-04-15+24,085→ 358,498 total - Award
Class C Common Stock, par value $.01 per share
2024-04-15+35,526→ 379,451 total - Tax Payment
Class C Common Stock, par value $.01 per share
2024-04-15−3,664→ 334,413 total - Award
Relative Performance Stock Units
2024-04-15+69,234→ 69,234 totalFrom: 2027-04-15Exp: 2027-04-15→ Class C Common Stock, par value $.01 per share (103,851 underlying) - Disposition to Issuer
Class C Common Stock, par value $.01 per share
2024-04-15−14,573→ 343,925 total
Footnotes (15)
- [F1]On April 15, 2021, Mr. Sotos was issued 20,233 Restricted Stock Units ("RSUs") by Clearway Energy, Inc. (f/k/a NRG Yield, Inc.) under Clearway Energy Inc.'s Amended and Restated 2013 Equity Incentive Plan (the "LTIP"). These RSUs vest ratably over a three-year period beginning on the first anniversary of the date of the grant. Each RSU is equivalent in value to one share of Class C Common Stock of Clearway Energy Inc., par value $.01 per share. On April 15, 2024, 7,830 shares vested. Mr. Sotos elected to satisfy his tax obligation upon the exchange of common stock for RSUs having a value on the date of the exchange equal to the withholding obligation. This form reflects the surrender of 3,322 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation.
- [F10]In connection with the vesting of the RPSUs described above, a previously accrued 6,556 dividend equivalent rights ("DERs") converted to Class C Common Stock resulting in the reporting person holding 9,372 DERs that may only be settled in Class C Common Stock. DERs accrue on the reporting person's outstanding RSUs and RPSUs, which become exercisable proportionately with the RSUs and RPSUs to which they relate and may only be settled in Clearway Energy, Inc. Class C Common Stock. Each DER is the economic equivalent of one share of Clearway Energy, Inc. Class C Common Stock.
- [F11]Represents RSUs issued to Mr. Sotos under the LTIP.
- [F12]Each RSU is equivalent in value to one share of Clearway Energy, Inc.'s Class C Common Stock, par value $.01 per share.
- [F13]The Reporting Person will receive from Clearway Energy, Inc. one such share of Class C Common Stock for each RSU that will vest ratably over a three-year period beginning on the first anniversary of the date of the grant.
- [F14]The Reporting Person was issued 69,234 Relative Performance Stock Units ("RPSUs") by Clearway Energy, Inc. under the LTIP on April 15, 2024. The RPSUs will convert to shares of Clearway Energy, Inc. Class C Common Stock on April 15, 2027 only in the event the Company has achieved a certain level of total shareholder return ("TSR") relative to the Peer Group (defined below) over a three-year performance period. The number of shares of Common Stock that the Reporting Person may receive is interpolated for TSR falling between Threshold, Target, and Maximum levels as described below.
- [F15]Reporting Person will receive (i) a maximum of 103,851 shares of Class C Common Stock if Company's TSR is ranked at or above the 75th percentile relative to a peer group of companies approved by the Company's Compensation Committee (the "Peer Group") for the performance period ("Maximum"); (ii) 68,234 shares of Class C Common Stock if Company's TSR is ranked at the 50th percentile relative to the Peer Group for the performance period (the "Target"); provided, however, if TSR is less than negative twenty percent (-20%), the Company's TSR must be ranked at the 60th percentile relative to the Peer Group for the performance period to receive the Target award; or (iii) 17,308 shares of Common Stock if Company's TSR is ranked at the 25th percentile relative to the Peer Group for the performance period (the "Threshold"). The Reporting Person will not receive any shares of Common Stock if Company's TSR is below the 25th percentile
- [F2]In connection with the vesting of the RSUs described above, 1,072 DERs converted to Class C Common Stock, resulting in the reporting person holding 17,194 dividend equivalent rights that may only be settled in Class C Common Stock. Dividend equivalent rights accrue on the reporting person's restricted stock, which become exercisable proportionately with the restricted stock units to which they relate and may only be settled in Clearway Energy, Inc. Class C Common Stock. Each dividend equivalent right is the economic equivalent of one share of Clearway Energy, Inc. Class C Common Stock.
- [F3]On April 15, 2022, Mr. Sotos was issued 20,192 Restricted Stock Units ("RSUs") by Clearway Energy, Inc. (f/k/a NRG Yield, Inc.) under Clearway Energy Inc.'s Amended and Restated 2013 Equity Incentive Plan (the "LTIP"). These RSUs vest ratably over a three-year period beginning on the first anniversary of the date of the grant. Each RSU is equivalent in value to one share of Class C Common Stock of Clearway Energy Inc., par value $.01 per share. On April 15, 2024, 7,467 shares vested. Mr. Sotos elected to satisfy his tax obligation upon the exchange of common stock for RSUs having a value on the date of the exchange equal to the withholding obligation. This form reflects the surrender of 3,168 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation.
- [F4]In connection with the vesting of the RSUs described above, 743 DERs converted to Class C Common Stock, resulting in the reporting person holding 16,451 dividend equivalent rights that may only be settled in Class C Common Stock. Dividend equivalent rights accrue on the reporting person's restricted stock, which become exercisable proportionately with the restricted stock units to which they relate and may only be settled in Clearway Energy, Inc. Class C Common Stock. Each dividend equivalent right is the economic equivalent of one share of Clearway Energy, Inc. Class C Common Stock.
- [F5]On April 15, 2023, Mr. Sotos was issued 24,366 Restricted Stock Units ("RSUs") by Clearway Energy, Inc. (f/k/a NRG Yield, Inc.) under Clearway Energy Inc.'s Amended and Restated 2013 Equity Incentive Plan (the "LTIP"). These RSUs vest ratably over a three-year period beginning on the first anniversary of the date of the grant. Each RSU is equivalent in value to one share of Class C Common Stock of Clearway Energy Inc., par value $.01 per share. On April 15, 2024, 8,636 shares vested. Mr. Sotos elected to satisfy his tax obligation upon the exchange of common stock for RSUs having a value on the date of the exchange equal to the withholding obligation. This form reflects the surrender of 3,664 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation.
- [F6]In connection with the vesting of the RSUs described above, 523 DERs converted to Class C Common Stock, resulting in the reporting person holding 15,928 dividend equivalent rights that may only be settled in Class C Common Stock. Dividend equivalent rights accrue on the reporting person's restricted stock, which become exercisable proportionately with the restricted stock units to which they relate and may only be settled in Clearway Energy, Inc. Class C Common Stock. Each dividend equivalent right is the economic equivalent of one share of Clearway Energy, Inc. Class C Common Stock.
- [F7]Mr. Sotos was issued 41,319 Relative Performance Stock Units ("RPSUs") by Clearway Energy, Inc. (f/k/a NRG Yield, Inc.) (the "Company") under the Company's Amended and Restated 2013 Equity Incentive Plan (the "LTIP") on April 15, 2021. Based on the Company reaching a certain level of total shareholder return ("TSR"), 24,085 RPSUs vested on April 15, 2024.
- [F8]Mr. Sotos was entitled to receive (i) a maximum of 61,978 shares of Class C Common Stock if Company's TSR ranked at or above the 75th percentile relative to a peer group of companies approved by the Company's Compensation Committee (the "Peer Group") for the performance period (the "Maximum"); (ii) 41,319 shares if Company's TSR ranked at the 50th percentile relative to the Peer Group for the performance period (the "Target"); provided, however, if TSR was less than negative twenty percent (-20%), the Company's TSR must be ranked at the 60th percentile relative to the Peer Group for the performance period to receive the Target award; or (iii) 10,329 shares if Company's TSR ranked at the 25th percentile relative to the Peer Group for the performance period (the "Threshold"). The Reporting Person would not have received any shares if Company's TSR was below the 25th percentile relative to the Peer Group for the performance period.
- [F9]Mr. Sotos elected to satisfy his tax obligation upon the exchange of common stock for RPSUs having a value on the date of the exchange equal to the withholding obligation. This form reflects the surrender of 11,839 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation. Additionally, 2,734 DERs were cancelled due to RPSU performance.
Documents
Issuer
Clearway Energy, Inc.
CIK 0001567683
Entity typeother
Related Parties
1- filerCIK 0001578991
Filing Metadata
- Form type
- 4
- Filed
- Apr 16, 8:00 PM ET
- Accepted
- Apr 17, 4:21 PM ET
- Size
- 24.0 KB