Form 4 for CWEN Clearway Energy, Inc.
Accepted 2023-04-18 00:00:00 ET · period of report 2023-04-15 · accession 0001415889-23-006647 · 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 | 2023-04-18 | 2023-04-15 | CWEN | Sotos Christopher S | Pres AND CEO, Dir | F - Tax | — | -10.6K | 263.5K | -4% | — |
| D | 2023-04-18 | 2023-04-15 | CWEN | Sotos Christopher S | Pres AND CEO, Dir | A - Grant | — | +24.4K | 332.9K | +8% | — |
| DM | 2023-04-18 | 2023-04-15 | CWEN | Sotos Christopher S | Pres AND CEO, Dir | M - OptEx | — | +89.1K | 349.6K | +34% | — |
| D | 2023-04-18 | 2023-04-15 | CWEN | Sotos Christopher S | Pres AND CEO, Dir | D - Sale to Iss | — | -41.1K | 308.5K | -12% | — |
| DM | 2023-04-18 | 2023-04-15 | CWEN | Sotos Christopher S | Pres AND CEO, Dir | M - OptEx | — | 0 | 3,895 | New | — |
| D | 2023-04-18 | 2023-04-15 | CWEN | Sotos Christopher S | Pres AND CEO, Dir | A - Grant | $0.00 | +49.6K | 49.6K | 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 | 2023-04-15 | F | D | 2,975 | — | 260,495 | D | — | — | (F5) 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, 2023, 7,013 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 2,975 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, 290 DERs converted to Class C Common Stock, resulting in the reporting person holding 14,339 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. |
| 2 | Common | Class C Common Stock, par value $.01 per share | 2023-04-15 | F | D | 4,514 | — | 266,582 | D | — | — | (F1) On April 15, 2020, Mr. Sotos was issued 28,016 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, 2023, 10,641 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 4,514 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation. (F2) In connection with the vesting of the RSUs described above, 1,283 DERs converted to Class C Common Stock, resulting in the reporting person holding 15,225 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 | 2023-04-15 | F | D | 3,112 | — | 263,470 | D | — | — | (F3) 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, 2023, 7,334 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 3,112 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, 596 DERs converted to Class C Common Stock, resulting in the reporting person holding 14,629 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 | 2023-04-15 | A | A | 24,366 | — | 332,850 | D | — | — | (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. |
| 5 | Common | Class C Common Stock, par value $.01 per share | 2023-04-15 | M | A | 85,188 | — | 345,683 | D | — | — | (F7) Mr. Sotos was issued 56,792 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, 2020. Based on the Company reaching a certain level of total shareholder return ("TSR"), 85,188 RPSUs vested on April 15, 2023. (F8) Mr. Sotos was entitled to receive (i) a maximum of 85,188 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) 56,792 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) 14,198 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. |
| 6 | Common | Class C Common Stock, par value $.01 per share | 2023-04-15 | M | A | 3,895 | — | 349,578 | D | — | — | (F9) In connection with the vesting of the RPSUs described above, a previously accrued 7,790 dividend equivalent rights ("DERs") and an incremental 3,895 DERs vested and converted to Class C Common Stock resulting in the reporting person holding 6,549 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. |
| 7 | Common | Class C Common Stock, par value $.01 per share | 2023-04-15 | D | D | 41,094 | — | 308,484 | D | — | — | (F10) 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 41,094 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation. |
| 8 | Derivative | Dividend Equivalent Rights | 2023-04-15 | M | D | 3,895 | — | 0 | D | — · — to 2023-04-15 | 3,895 Class C Common Stock, par value $.01 per share | (F9) In connection with the vesting of the RPSUs described above, a previously accrued 7,790 dividend equivalent rights ("DERs") and an incremental 3,895 DERs vested and converted to Class C Common Stock resulting in the reporting person holding 6,549 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. |
| 9 | Derivative | Dividend Equivalent Rights | 2023-04-15 | M | A | 3,895 | — | 3,895 | D | — · — to 2023-04-15 | 3,895 Class C Common Stock, par value $.01 per share | (F9) In connection with the vesting of the RPSUs described above, a previously accrued 7,790 dividend equivalent rights ("DERs") and an incremental 3,895 DERs vested and converted to Class C Common Stock resulting in the reporting person holding 6,549 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. |
| 10 | Derivative | Relative Performance Stock Units | 2023-04-15 | A | A | 49,580 | $0.00 | 49,580 | D | — · 2026-04-15 to 2026-04-15 | 74,370 Class C Common Stock, par value $.01 per share | (F14) The Reporting Person was issued 49,580 Relative Performance Stock Units ("RPSUs") by Clearway Energy, Inc. under the LTIP on April 15, 2023. The RPSUs will convert to shares of Clearway Energy, Inc. Class C Common Stock on April 15, 2026 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 74,370 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) 49,580 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) 12,395 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. |