Clearway Energy, Inc. — Director's Dealing 2021

Apr 19, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Clearway Energy, Inc. (CWEN)
CIK: 0001567683
Period of Report: 2021-04-15

Reporting Person: Malcarney Kevin P. (SVP, Gen Counsel and Corp Secr)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-04-15	Class C Common Stock, par value $.01 per share	F	861	—	Disposed	39649	Direct
2021-04-15	Class C Common Stock, par value $.01 per share	A	4597	—	Acquired	44246	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-04-15	Relative Performance Stock Units	$	A	9387	Acquired	2024-04-15	Class C Common Stock, par value$.01 per share (14080)	Direct

Footnotes

F1: On April 15, 2020, Mr. Malcarney was issued 5,341 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, 2021, 1,778 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 861 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, 79 DERs converted to Class C Common Stock, resulting in the reporting person holding 1,998 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 RSUs issued to Mr. Malcarney under the LTIP.

F4: Each RSU is equivalent in value to one share of Clearway Energy, Inc.'s Class C Common Stock, par value $.01 per share.

F5: 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.

F6: The Reporting Person was issued 9,387 Relative Performance Stock Units ("RPSUs") by Clearway Energy, Inc. under the LTIP on April 15, 2021. The RPSUs will convert to shares of Clearway Energy, Inc. Class C Common Stock on April 15, 2024 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.

F7: Reporting Person will receive (i) a maximum of 14,080 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) 9,387 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) 2,346 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.