Form 4 for CWEN Clearway Energy, Inc.
Accepted 2022-04-19 00:00:00 ET · period of report 2022-04-15 · accession 0001415889-22-004146 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2022-04-19 | 2022-04-15 | CWEN | Malcarney Kevin P. | EVP, GEN COUNSEL AND CORP SECR | F - Tax | — | -1,823 | 50.9K | -3% | — |
| D | 2022-04-19 | 2022-04-15 | CWEN | Malcarney Kevin P. | EVP, GEN COUNSEL AND CORP SECR | A - Grant | — | +4,819 | 55.7K | +9% | — |
| D | 2022-04-19 | 2022-04-15 | CWEN | Malcarney Kevin P. | EVP, GEN COUNSEL AND CORP SECR | A - Grant | $0.00 | +9,453 | 9,453 | New | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class C Common Stock, par value $.01 per share | 2022-04-15 | F | D | 147 | — | 52,540 | D | — | — | (F1) Restricted Stock Unit (RSU) awards become eligible for continued vesting after a participant's Retirement, as defined in Clearway Energy, Inc.'s Amended and Restated 2013 Equity Incentive Plan (the "LTIP"), provided the award has been outstanding for one year. On April 15, 2022, Mr. Malcarney's RSUs granted on April 15, 2021 became eligible for continued vesting pursuant to the award agreement in the event Mr. Malcarney retires. Mr. Malcarney 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 associated with his eligibility for continued vesting of outstanding RSUs. This form reflects the surrender of 147 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation. (F2) Includes 1,882 dividend equivalent rights that may only be settled in Class C Common Stock. |
| 2 | Common | Class C Common Stock, par value $.01 per share | 2022-04-15 | F | D | 859 | — | 51,681 | D | — | — | (F3) On April 15, 2020, Mr. Malcarney was issued 5,341 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, 2022, 1,760 shares vested. Mr. Malcarney 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 859 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, 145 DERs converted to Class C Common Stock, resulting in the reporting person holding 1,737 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. |
| 3 | Common | Class C Common Stock, par value $.01 per share | 2022-04-15 | F | D | 817 | — | 50,864 | D | — | — | (F5) On April 15, 2021, Mr. Malcarney was issued 4,597 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, 2022, 1,596 shares vested. Mr. Malcarney 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 817 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, 66 DERs converted to Class C Common Stock, resulting in the reporting person holding 1,671 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. |
| 4 | Common | Class C Common Stock, par value $.01 per share | 2022-04-15 | A | A | 4,819 | — | 55,683 | D | — | — | (F7) Represents RSUs issued to Mr. Malcarney under the LTIP. (F8) Each RSU is equivalent in value to one share of Clearway Energy, Inc.'s Class C Common Stock, par value $.01 per share. (F9) 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. |
| 5 | Derivative | Relative Performance Stock Units | 2022-04-15 | A | A | 9,453 | $0.00 | 9,453 | D | — · 2025-04-15 to 2025-04-15 | 14,179 Class C Common Stock, par value $.01 per share | (F10) The Reporting Person was issued 9,453 Relative Performance Stock Units ("RPSUs") by Clearway Energy, Inc. under the LTIP on April 15, 2022. The RPSUs will convert to shares of Clearway Energy, Inc. Class C Common Stock on April 15, 2025 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. (F11) Reporting Person will receive (i) a maximum of 14,179 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) 9,453 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) 2,363 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. |