01/09/2026 | Press release | Distributed by Public on 01/09/2026 20:48
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Novotny Andrew R. 1310 POINT STREET BALTIMORE, MD 21231 |
See Remarks | |||
| /s/ Brian Buck, Attorney-in-Fact for Andrew Novotny | 01/09/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | On January 7, 2026, upon consummation of the mergers and internal reorganization set forth in the Agreement and Plan of Merger, dated as of January 10, 2025 (the "Merger Agreement"), by and among the Issuer, Calpine Corporation, a Delaware corporation ("Calpine"), various direct and indirect wholly owned subsidiaries of each of the Issuer and Calpine, and a representative of the stockholders of Calpine, Calpine became an indirect, wholly owned subsidiary of the Issuer. In connection therewith, each common share of Calpine held by the reporting person was converted into the right to receive the Per Share Cash Consideration and Per Share Stock Consideration, each as defined in the Merger Agreement, with cash paid in lieu of any fractional share of the Issuer's Common Stock payable under the Per Share Stock Consideration. |
| (2) | These shares of Common Stock are subject to various restrictions, including lock-up agreements and time-based vesting conditions. |
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Remarks: Senior Executive Vice President, Constellation Power Operations, and President and CEO of Calpine |
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