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Falcone Philip, et al. – ‘4’ for 12/16/09 re: Calpine Corp.

On:  Friday, 12/18/09, at 5:03pm ET   ·   For:  12/16/09   ·   As:  10% Owner and Other   ·   Accession #:  919574-9-16828   ·   File #:  1-12079

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

12/18/09  Falcone Philip                    4          %Own.,Oth.  1:15K  Calpine Corp.                     Seward & Kissel LLP/FA
          Harbinger Capital Partners Master Fund I, Ltd.
          Harbinger Capital Partners Special Situations Fund, L.P.
          Harbinger Capital Partners Special Situations GP, LLC
          Harbinger Holdings, LLC
          Harbinger Capital Partners LLC

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Statement of Changes in Beneficial Ownership of     HTML     14K 
                Securities by an Insider -- p1056826_ex.xml/3.3


        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 
 
Plain Text rendering:  Statement of Changes in Beneficial Ownership of Securities by an Insider
 
                                                                                                                                                                                
Ownership Document
 
Schema Version:  X0303
Document Type:  4
Period of Report:  12/16/09
Not Subject to Section 16:  1
Issuer:
Issuer CIK:  916457
Issuer Name:  CALPINE CORP
Issuer Trading Symbol:  CPN
Reporting Owner:
Reporting Owner ID:
Owner CIK:  1233563
Owner Name:  HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.
Reporting Owner Address:
Owner Street 1:  C/O INTERNATIONAL FUND SERVICES LIMITED
Owner Street 2:  THIRD FL, BISHOP'S SQUARE REDMOND'S HILL
Owner City:  DUBLIN 2
Owner State:  L2
Owner ZIP Code:  00000
Owner State Description:  IRELAND
Reporting Owner Relationship:
Is Director?  No
Is Officer?  No
Is Ten Percent Owner?  Yes
Is Other?  Yes
Other Text:  *See Remarks
Reporting Owner:
Reporting Owner ID:
Owner CIK:  1457298
Owner Name:  HARBINGER CAPITAL PARTNERS LLC
Reporting Owner Address:
Owner Street 1:  450 PARK AVENUE, 30TH FLOOR
Owner Street 2:
Owner City:  NEW YORK
Owner State:  NY
Owner ZIP Code:  10022
Owner State Description:
Reporting Owner Relationship:
Is Director?  No
Is Officer?  No
Is Ten Percent Owner?  Yes
Is Other?  Yes
Other Text:  *See Remarks
Reporting Owner:
Reporting Owner ID:
Owner CIK:  1371517
Owner Name:  HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.
Reporting Owner Address:
Owner Street 1:  450 PARK AVENUE, 30TH FLOOR
Owner Street 2:
Owner City:  NEW YORK
Owner State:  NY
Owner ZIP Code:  10022
Owner State Description:
Reporting Owner Relationship:
Is Director?  No
Is Officer?  No
Is Ten Percent Owner?  Yes
Is Other?  Yes
Other Text:  *See Remarks
Reporting Owner:
Reporting Owner ID:
Owner CIK:  1371518
Owner Name:  HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS GP, LLC
Reporting Owner Address:
Owner Street 1:  450 PARK AVENUE, 30TH FLOOR
Owner Street 2:
Owner City:  NEW YORK
Owner State:  NY
Owner ZIP Code:  10022
Owner State Description:
Reporting Owner Relationship:
Is Director?  No
Is Officer?  No
Is Ten Percent Owner?  Yes
Is Other?  Yes
Other Text:  *See Remarks
Reporting Owner:
Reporting Owner ID:
Owner CIK:  1456927
Owner Name:  HARBINGER HOLDINGS, LLC
Reporting Owner Address:
Owner Street 1:  450 PARK AVENUE, 30TH FLOOR
Owner Street 2:
Owner City:  NEW YORK
Owner State:  NY
Owner ZIP Code:  10022
Owner State Description:
Reporting Owner Relationship:
Is Director?  No
Is Officer?  No
Is Ten Percent Owner?  Yes
Is Other?  Yes
Other Text:  *See Remarks
Reporting Owner:
Reporting Owner ID:
Owner CIK:  1233569
Owner Name:  FALCONE PHILIP
Reporting Owner Address:
Owner Street 1:  450 PARK AVENUE, 30TH FLOOR
Owner Street 2:
Owner City:  NEW YORK
Owner State:  NY
Owner ZIP Code:  10022
Owner State Description:
Reporting Owner Relationship:
Is Director?  No
Is Officer?  No
Is Ten Percent Owner?  Yes
Is Other?  Yes
Other Text:  *See Remarks
Non-Derivative Table:
Non-Derivative Transaction:
Security Title:
Value:  Common Stock
Transaction Date:
Value:  12/16/09
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  S
Equity Swap Involved?  No
Transaction Amounts:
Transaction Shares:
Value:  1,755,324
Transaction Price Per Share:
Value:  11.28
Transaction Acquired-Disposed Code:
Value:  D
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  30,029,759
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Footnote ID:  F1
Footnote ID:  F2
Footnote ID:  F3
Footnote ID:  F4
Non-Derivative Transaction:
Security Title:
Value:  Common Stock
Transaction Date:
Value:  12/16/09
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  S
Equity Swap Involved?  No
Transaction Amounts:
Transaction Shares:
Value:  144,676
Transaction Price Per Share:
Value:  11.28
Transaction Acquired-Disposed Code:
Value:  D
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  14,115,687
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Footnote ID:  F1
Footnote ID:  F5
Footnote ID:  F6
Footnote ID:  F7
Footnotes:
Footnote - F1:  IMPORTANT NOTE: THE SECURITIES SET FORTH IN THIS REPORT ARE DIRECTLY BENEFICIALLY OWNED BY HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. AND/OR HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. (COLLECTIVELY, THE "FUNDS"). ALL OTHER REPORTING PERSONS ARE INCLUDED WITHIN THIS REPORT DUE TO THEIR AFFILIATION WITH ONE OR BOTH OF THE FUNDS.
Footnote - F2:  These securities are owned by Harbinger Capital Partners Master Fund I, Ltd. (the "Master Fund"), which is a Reporting Person.
Footnote - F3:  These securities may be deemed to be indirectly beneficially owned by the following, each of whom is a Reporting Person: Harbinger Capital Partners LLC ("Harbinger LLC"), the investment manager of the Master Fund; Harbinger Holdings, LLC ("Harbinger Holdings"), the managing member of Harbinger LLC; and Philip Falcone, the managing member of Harbinger Holdings and the portfolio manager of the Master Fund.
Footnote - F4:  Each Reporting Person listed in Footnote 3 disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Footnote - F5:  These securities are owned by Harbinger Capital Partners Special Situations Fund, L.P. (the "Special Situations Fund"), which is a Reporting Person.
Footnote - F6:  These securities may be deemed to be indirectly beneficially owned by the following, each of whom is a Reporting Person: Harbinger Capital Partners Special Situations GP, LLC ("HCPSS"), the general partner of the Special Situations Fund; Harbinger Holdings, the managing member of HCPSS; and Philip Falcone, the managing member of Harbinger Holdings and the portfolio manager of the Special Situations Fund.
Footnote - F7:  Each Reporting Person listed in Footnote 6 disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
Remarks:  (+) The Reporting Persons may be deemed to be members of a "group" for purposes of the Securities Exchange Act of 1934, as amended. Each Reporting Person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the Reporting Person. This report shall not be deemed an admission that such Reporting Person is a member of a group or the beneficial owner of any securities not directly owned by such Reporting Person.
Owner Signature:
Signature Name:  Harbinger Capital Partners Master Fund I, Ltd.(+), By: Harbinger Capital Partners LLC, By: Harbinger Holdings, LLC, Managing Member, By: /s/ Philip Falcone
Signature Date:  12/18/09
Owner Signature:
Signature Name:  Harbinger Capital Partners LLC(+), By: Harbinger Holdings, LLC, Managing Member, By: /s/ Philip Falcone
Signature Date:  12/18/09
Owner Signature:
Signature Name:  Harbinger Capital Partners Special Situations Fund, L.P.(+), By: Harbinger Capital Partners Special Situations GP, LLC, By: Harbinger Holdings, LLC, Managing Member, By: /s/ Philip Falcone
Signature Date:  12/18/09
Owner Signature:
Signature Name:  Harbinger Capital Partners Special Situations GP, LLC(+), By: Harbinger Holdings, LLC, Managing Member, By: /s/ Philip Falcone
Signature Date:  12/18/09
Owner Signature:
Signature Name:  Harbinger Holdings, LLC(+), By: /s/ Philip Falcone
Signature Date:  12/18/09
Owner Signature:
Signature Name:  /s/ Philip Falcone(+)
Signature Date:  12/18/09


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