| 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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 | | OMB APPROVAL | | OMB Number: | 3235-0287 | | Expires: | February 28, 2011 | | Estimated average burden | | hours per response | 0.5 |
|
|
| 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*
| CALPINE CORPORATION, 717 TEXAS AVENUE, SUITE 1000 | |
(Street)
| 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 & CHIEF COMMERCIAL OFFICER |
|
3. Date of Earliest Transaction (Month/Day/Year)
05/07/2009 |
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) |
| Code | V | Amount | (A) or (D) | Price |
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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) | 11. Nature of Indirect Beneficial Ownership
(Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
|
Non-Qualified Stock Option (right to buy)
| $
9.49
| 05/07/2009 | | A | |
100,000
| | 05/07/2012 | 05/07/2019 |
Common Stock, par value $0.001 per share
|
100,000
|
$
0
|
100,000
|
D
| |
| Explanation of Responses: |
|
| /s/ W. Thaddeus Miller by Power of Attorney | 05/11/2009 |
| ** 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. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
EX-24
Unassociated Document
POWER OF
ATTORNEY
KNOW ALL MEN BY THESE
PRESENTS, that the undersigned hereby constitutes and appoints W. Thaddeus Miller and Kenneth Graves, and each
of them, his true and lawful attorneys-in-fact to:
(1) execute
for and on behalf of the undersigned, in the undersigned’s capacity as an
officer and/or director of Calpine Corporation (the “Company”), any and all
Forms 3, 4 and 5 required to be filed by the undersigned in accordance with
Section 16(a) of the Securities Exchange Act of 1934, as amended (the “1934
Act”), and the rules thereunder;
(2) do
and perform any and all acts for and on behalf of the undersigned which may be
necessary or desirable to complete and execute any such Forms 3, 4 or 5 and
timely file each form with the United States Securities and Exchange Commission
and any stock exchange or similar authority; and
(3) take
any other action of any type whatsoever in connection with the foregoing which,
in the opinion of either such attorney-in-fact, may be of benefit to, in the
best interest of, or legally required by, the undersigned, it being understood
that the documents executed by either such attorney-in-fact on behalf of the
undersigned, pursuant to this attorney-in-fact may approve in his/her
discretion.
The
undersigned hereby grants to such attorney-in-fact, and any one of them, full
power and authority to do and perform all and every act and thing whatsoever
requisite, necessary, and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes and the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or her substitute or substitutes, shall lawfully do or cause
to be done by virtue of the Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that none of such
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, is hereby assuming, nor is the Company hereby assuming, any of the
undersigned’s responsibilities to comply with Section 16 of the 1934
Act.
This
Power of Attorney shall remain in full force and effect until the undersigned is
no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s
holdings of and transactions in securities issued by the Company, unless earlier
revoked by the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.
IN WITNESS WHEREOF, the
undersigned has caused this Power of Attorney to be executed as of this 2nd day
of September 2008.
|
|
/s/ John
B. Hill, III
|
|
|
|
John
B. (Thad) Hill, III
|
|