Clearway Energy, Inc. — Director's Dealing 2021

Nov 3, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Clearway Energy, Inc. (CWEN)
CIK: 0001567683
Period of Report: 2021-10-15

Reporting Person: Rubenstein Sarah (VP Accounting & Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-10-15	Class C Common Stock, par value $.01 per share	F	235	—	Disposed	23849	Direct
2021-11-02	Class C Common Stock, par value $.01 per share	F	559	—	Disposed	23290	Direct

Footnotes

F1: On October 15, 2019, Ms. Rubenstein was issued 2,062 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 October 15, 2021, 687 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 235 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, 62 DERs converted to Class C Common Stock, resulting in the reporting person holding 649 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 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, 2021, 1,705 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 559 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, 77 DERs converted to Class C Common Stock, resulting in the reporting person holding 572 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.