Sarah Rubenstein - Nov 2, 2023 Form 4 Insider Report for Clearway Energy, Inc. (CWEN)

Role: EVP AND CFO
Signature: /s/ Kevin P. Malcarney, Attorney-in-Fact
Stock symbol: CWEN
Transactions as of: Nov 2, 2023
Transactions value $: $0
Form type: 4
Date filed: 11/6/2023, 04:20 PM
Previous filing: Sep 6, 2023
Next filing: Dec 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		-965	-3.26%		28.6K	Nov 2, 2023	Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	On November 2, 2020, Ms. Rubenstein was issued 5,122 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 November 2, 2023, 1,711 shares vested. Ms. Rubenstein elected to satisfy her 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 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, 248 DERs converted to Class C Common Stock, resulting in the reporting person holding 1,503 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.

Content

On November 2, 2020, Ms. Rubenstein was issued 5,122 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 November 2, 2023, 1,711 shares vested. Ms. Rubenstein elected to satisfy her 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 965 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation.

In connection with the vesting of the RSUs described above, 248 DERs converted to Class C Common Stock, resulting in the reporting person holding 1,503 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.