Michael Taft Murphy - Apr 28, 2022 Form 3 Insider Report for Clearway Energy, Inc. (CWEN)

Role: CHIEF INVESTMENT OFFICER
Signature: /s/ Kevin P. Malcarney, Attorney-in-Fact
Stock symbol: CWEN
Transactions as of: Apr 28, 2022
Transactions value $: $0
Form type: 3
Date filed: 6/3/2022, 04:05 PM
Next filing: Jun 3, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	CWEN	Class C Common Stock, par value $.01 per share						27.6K	Apr 28, 2022	Direct	F1

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
holding	CWEN	Relative Performance Stock Units							Apr 28, 2022	Class C Common Stock, par value $.01 per share	7.68K		Direct	F2, F3

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

Explanation of Responses:

Id	Content
F1	Includes the following unvested Restricted Stock Units ("RSUs") issued by Clearway Energy, Inc. (the "Company") under the Company's Amended and Restated 2013 Equity Incentive Plan ("LTIP"): (i) 3,626 RSUs issued on April 15, 2020, which RSUs will vest on April 15, 2023, (ii) 4,934 RSUs issued on April 15, 2021, of which 2,463 RSUs will vest on April 15, 2023 and 2,471 RSUs will vest on April 15, 2024, and (iii) 3,916 RSUs issued on April 15, 2022, which RSUs will vest ratably over a three-year period beginning on the first anniversary of the date of the grant. In addition, includes 539 dividend equivalent rights accrued on the Reporting Person's RSUs, which become exercisable proportionately with the RSUs to which they relate and may only be settled in the Company's Class C Common Stock.
F2	The Reporting Person was issued 7,681 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.
F3	Reporting Person will receive (i) a maximum of 11,521 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) 7,681 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) 1,920 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.