Kevin P. Malcarney - Apr 15, 2024 Form 4 Insider Report for Clearway Energy, Inc. (CWEN)

Role: EVP, GEN COUNSEL AND CORP SECR
Signature: /s/ Kevin P. Malcarney
Stock symbol: CWEN
Transactions as of: Apr 15, 2024
Transactions value $: $0
Form type: 4
Date filed: 4/17/2024, 04:22 PM
Previous filing: Mar 5, 2024
Next filing: Jun 5, 2024

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		-787	-1.11%		70K	Apr 15, 2024	Direct	F1, F2
transaction	CWEN	Class C Common Stock, par value $.01 per share	Tax liability		-717	-1.02%		69.3K	Apr 15, 2024	Direct	F3, F4
transaction	CWEN	Class C Common Stock, par value $.01 per share	Tax liability		-885	-1.28%		68.4K	Apr 15, 2024	Direct	F5, F6
transaction	CWEN	Class C Common Stock, par value $.01 per share	Options Exercise		+5.47K	+8%		73.9K	Apr 15, 2024	Direct	F7, F8
transaction	CWEN	Class C Common Stock, par value $.01 per share	Disposed to Issuer		-3.64K	-4.92%		70.3K	Apr 15, 2024	Direct	F9, F10
transaction	CWEN	Class C Common Stock, par value $.01 per share	Tax liability		-170	-0.24%		70.1K	Apr 15, 2024	Direct	F11
transaction	CWEN	Class C Common Stock, par value $.01 per share	Award		+7.86K	+11.21%		77.9K	Apr 15, 2024	Direct	F12, F13, F14

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	+15.3K		$0.00	15.3K	Apr 15, 2024	Class C Common Stock, par value $.01 per share	23K		Direct	F15, F16

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

Explanation of Responses:

Id	Content
F1	On April 15, 2021, Mr. Malcarney was issued 4,597 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, 2024, 1,779 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 787 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, 243 DERs converted to Class C Common Stock, resulting in the reporting person holding 3,931 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, 2022, Mr. Malcarney was issued 4,819 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, 2024, 1,623 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 717 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, 161 DERs converted to Class C Common Stock, resulting in the reporting person holding 3,770 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, 2023, Mr. Malcarney was issued 5,391 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, 2024, 1,910 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 885 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, 115 DERs converted to Class C Common Stock, resulting in the reporting person holding 3,655 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. Malcarney was issued 9,387 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, 2021. Based on the Company reaching a certain level of total shareholder return ("TSR"), 5,472 RPSUs vested on April 15, 2024.
F8	Mr. Malcarney was entitled to receive (i) a maximum of 14,179 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) 9,453 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) 2,363 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	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 3,015 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation. Additionally, 621 DERs were cancelled due to RPSU performance.
F10	In connection with the vesting of the RPSUs described above, a previously accrued 869 dividend equivalent rights ("DERs") converted to Class C Common Stock resulting in the reporting person holding 2,166 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.
F11	Restricted Stock Unit (RSU) awards become eligible for continued vesting after a participant's Retirement, as defined in Clearway Energy, Inc.'s Amended and Restated 2013 Equity Incentive Plan (the "LTIP"), provided the award has been outstanding for one year. On April 15, 2024, Mr. Malcarney's RSUs granted on April 15, 2023 became eligible for continued vesting pursuant to the award agreement in the event Mr. Malcarney retires. 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 associated with his eligibility for continued vesting of outstanding RSUs. This form reflects the surrender of 170 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation.
F12	Represents RSUs issued to Mr. Malcarney under the LTIP.
F13	Each RSU is equivalent in value to one share of Clearway Energy, Inc.'s Class C Common Stock, par value $.01 per share.
F14	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.
F15	The Reporting Person was issued 15,316 Relative Performance Stock Units ("RPSUs") by Clearway Energy, Inc. under the LTIP on April 15, 2024. The RPSUs will convert to shares of Clearway Energy, Inc. Class C Common Stock on April 15, 2027 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.
F16	Reporting Person will receive (i) a maximum of 22,974 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) 15,316 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) 3,829 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.