Kevin P. Malcarney - Jan 2, 2022 Form 4 Insider Report for Clearway Energy, Inc. (CWEN)

Role
SVP, Gen Counsel and Corp Secr
Signature
/s/ Kevin P. Malcarney
Stock symbol
CWEN
Transactions as of
Jan 2, 2022
Transactions value $
$0
Form type
4
Date filed
1/4/2022, 04:11 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 -1.15K -2.51% 44.5K Jan 2, 2022 Direct F1, F2
transaction CWEN Class C Common Stock, par value $.01 per share Options Exercise +16.1K +36.2% 60.6K Jan 2, 2022 Direct F3, F4
transaction CWEN Class C Common Stock, par value $.01 per share Options Exercise +766 +1.26% 61.4K Jan 2, 2022 Direct F5
transaction CWEN Class C Common Stock, par value $.01 per share Disposed to Issuer -8.82K -14.37% 52.5K 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 -10.7K -100% $0.00* 0 Jan 2, 2022 Class C Common Stock, par value$.01 per share 16.1K Direct F3, F4
transaction CWEN Dividend Equivalent Rights Options Exercise +766 766 Jan 2, 2022 Class C Common Stock, par value $.01 per share 766 Direct F5
transaction CWEN Dividend Equivalent Rights Options Exercise -766 -100% 0 Jan 2, 2022 Class C Common Stock, par value$.01 per share 766 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. Malcarney was issued 5,756 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 January 2, 2020. 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, 1,923 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 1,146 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, 274 DERs converted to Class C Common Stock, resulting in the reporting person holding 3,116 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. Malcarney was issued 10,738 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"), 16,107 RPSUs vested on January 2, 2022.
F4 Mr. Malcarney was entitled to receive (i) a maximum of 16,107 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) 10,738 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) 2,685 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 1,532 dividend equivalent rights ("DERs") and an incremental 766 DERs vested and converted to Class C Common Stock resulting in the reporting person holding 1,584 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. Malcarney 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 8,818 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation.