Christopher S. Sotos - Apr 15, 2023 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, 2023
Transactions value $
$0
Form type
4
Date filed
4/18/2023, 06:56 PM
Previous filing
Mar 3, 2023
Next filing
Jun 5, 2023

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 -4.51K -1.67% 267K Apr 15, 2023 Direct F1, F2
transaction CWEN Class C Common Stock, par value $.01 per share Tax liability -3.11K -1.17% 263K Apr 15, 2023 Direct F3, F4
transaction CWEN Class C Common Stock, par value $.01 per share Tax liability -2.98K -1.13% 260K Apr 15, 2023 Direct F5, F6
transaction CWEN Class C Common Stock, par value $.01 per share Options Exercise +85.2K +32.7% 346K Apr 15, 2023 Direct F7, F8
transaction CWEN Class C Common Stock, par value $.01 per share Options Exercise +3.9K +1.13% 350K Apr 15, 2023 Direct F9
transaction CWEN Class C Common Stock, par value $.01 per share Disposed to Issuer -41.1K -11.76% 308K Apr 15, 2023 Direct F10
transaction CWEN Class C Common Stock, par value $.01 per share Award +24.4K +7.9% 333K Apr 15, 2023 Direct F11, F12, F13

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 +49.6K $0.00 49.6K Apr 15, 2023 Class C Common Stock, par value $.01 per share 74.4K Direct F14, F15
transaction CWEN Dividend Equivalent Rights Options Exercise +3.9K 3.9K Apr 15, 2023 Class C Common Stock, par value $.01 per share 3.9K Direct F9
transaction CWEN Dividend Equivalent Rights Options Exercise -3.9K -100% 0 Apr 15, 2023 Class C Common Stock, par value $.01 per share 3.9K Direct 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, 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.
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.
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.
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.
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.
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.
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.
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.