Clearway Energy, Inc. — Director's Dealing 2021

Sep 2, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Clearway Energy, Inc. (CWEN)
CIK: 0001567683
Period of Report: 2021-08-31

Reporting Person: Rubenstein Sarah (VP Accounting & Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-08-31	Class C Common Stock, par value $.01 per share	F	268	—	Disposed	23904	Direct
2021-09-01	Class C Common Stock, par value $.01 per share	A	180	—	Acquired	24084	Direct

Footnotes

F1: On August 31, 2018, Ms. Rubenstein was issued 2,201 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 August 31, 2021, 736 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 268 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, 117 DERs converted to Class C Common Stock, resulting in the reporting person holding 531 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: Represents dividend equivalent rights accrued on the Reporting Person's Restricted Stock Units ("RSUs") which become exercisable proportionately with the RSUs to which they relate and may only be settled in Class C Common Stock of Clearway Energy, Inc. as determined by the RSU to which they relate.

F4: Includes 711 dividend equivalent rights that may only be settled in Class C Common Stock.