Christopher S. Sotos - Jan 2, 2022 Form 4 Insider Report for Clearway Energy, Inc. (CWEN)

Role: President and CEO, Director
Signature: /s/ Kevin P. Malcarney, by Power of Attorney
Stock symbol: CWEN
Transactions as of: Jan 2, 2022
Transactions value $: $0
Form type: 4
Date filed: 1/4/2022, 04:10 PM
Previous filing: Dec 3, 2021
Next filing: Mar 3, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CWEN	Class C Common Stock, par value $.01 per share	Tax liability		-4.97K	-2.09%		232K	Jan 2, 2022	Direct	F1, F2
transaction	CWEN	Class C Common Stock, par value $.01 per share	Options Exercise		+82K	+35.3%		314K	Jan 2, 2022	Direct	F3, F4
transaction	CWEN	Class C Common Stock, par value $.01 per share	Options Exercise		+3.9K	+1.24%		318K	Jan 2, 2022	Direct	F5
transaction	CWEN	Class C Common Stock, par value $.01 per share	Disposed to Issuer		-39.8K	-12.49%		278K	Jan 2, 2022	Direct	F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CWEN	Relative Performance Stock Units	Options Exercise	$0	-54.7K	-100%	$0.00^*	0	Jan 2, 2022	Class C Common Stock, par value $.01 per share	82K		Direct	F3, F4
transaction	CWEN	Dividend Equivalent Rights	Options Exercise		+3.9K			3.9K	Jan 2, 2022	Class C Common Stock, par value $.01 per share	3.9K		Direct	F5
transaction	CWEN	Dividend Equivalent Rights	Options Exercise		-3.9K	-100%		0	Jan 2, 2022	Class C Common Stock, par value $.01 per share	3.9K		Direct	F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On January 2, 2019, Mr. Sotos was issued 29,307 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 January 2, 2022, 9,789 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 4,965 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, 1,397 DERs converted to Class C Common Stock, resulting in the reporting person holding 15,724 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	Mr. Sotos was issued 54,671 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 January 2, 2019. Based on the Company reaching a certain level of total shareholder return ("TSR"), 82,007 RPSUs vested on January 2, 2022.
F4	Mr. Sotos was entitled to receive (i) a maximum of 82,007 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) 54,671 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) 13,668 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.
F5	In connection with the vesting of the RPSUs described above, a previously accrued 7,802 dividend equivalent rights ("DERs") and an incremental 3,901 DERs vested and converted to Class C Common Stock resulting in the reporting person holding 7,922 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.
F6	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 39,752 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation.