Christopher S. Sotos - Apr 15, 2022 Form 4 Insider Report for Clearway Energy, Inc. (CWEN)

Role: PRESIDENT AND CEO, Director
Signature: /s/ Kevin P. Malcarney, Attorney-in-Fact
Stock symbol: CWEN
Transactions as of: Apr 15, 2022
Transactions value $: $0
Form type: 4
Date filed: 4/19/2022, 04:47 PM
Previous filing: Mar 3, 2022
Next filing: Jun 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		-4.31K	-1.54%		276K	Apr 15, 2022	Direct	F1, F2
transaction	CWEN	Class C Common Stock, par value $.01 per share	Tax liability		-2.98K	-1.08%		273K	Apr 15, 2022	Direct	F3, F4
transaction	CWEN	Class C Common Stock, par value $.01 per share	Award		+20.2K	+7.4%		293K	Apr 15, 2022	Direct	F5, F6, F7

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	Award	$0	+39.6K		$0.00	39.6K	Apr 15, 2022	Class C Common Stock, par value $.01 per share	59.4K		Direct	F8, F9

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

Explanation of Responses:

Id	Content
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, 2022, 10,168 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 4,313 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, 839 DERs converted to Class C Common Stock, resulting in the reporting person holding 8,624 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	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, 2022, 7,028 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 2,981 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, 291 DERs converted to Class C Common Stock, resulting in the reporting person holding 8,333 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.
F5	Represents RSUs issued to Mr. Sotos under the LTIP.
F6	Each RSU is equivalent in value to one share of Clearway Energy, Inc.'s Class C Common Stock, par value $.01 per share.
F7	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.
F8	The Reporting Person was issued 39,607 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.
F9	Reporting Person will receive (i) a maximum of 59,410 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) 39,607 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) 9,901 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.