Clearway Energy, Inc. — Director's Dealing 2021

Jan 6, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Clearway Energy, Inc. (CWEN)
CIK: 0001567683
Period of Report: 2021-01-02

Reporting Person: Plotkin Chad (SVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-02	Class C Common Stock, par value $.01 per share	F	1227	—	Disposed	47985	Direct
2021-01-02	Class C Common Stock, par value $.01 per share	F	1658	—	Disposed	46327	Direct
2021-01-02	Class C Common Stock, par value $.01 per share	M	16632	—	Acquired	62959	Direct
2021-01-02	Class C Common Stock, par value $.01 per share	M	961	—	Acquired	63920	Direct
2021-01-02	Class C Common Stock, par value $.01 per share	D	9316	—	Disposed	54604	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-02	Relative Performance Stock Units	$	M	11088	Disposed	2021-01-02	Class C Common Stock, par value $.01 per share (16632)	Direct
2021-01-02	Dividend Equivalent Rights	$	M	961	Acquired	2021-01-02	Class C Common Stock, par value $.01 per share (961)	Direct
2021-01-02	Dividend Equivalent Rights	$	M	961	Disposed	2021-01-02	Class C Common Stock, par value $.01 per share (961)	Direct

Footnotes

F1: On January 2, 2018, Mr. Plotkin was issued 5,954 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 January 2, 2021, 1,989 shares vested. Mr. Plotkin 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 1,227 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, 344 DERs converted to Class C Common Stock, resulting in the reporting person holding 4,934 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 January 2, 2019, Mr. Plotkin was issued 9,114 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 January 2, 2021, 3,035 shares vested. Mr. Plotkin 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 1,658 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, 287 DERs converted to Class C Common Stock, resulting in the reporting person holding 4,647 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: Mr. Plotkin was issued 11,088 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 January 2, 2018. Based on the Company reaching a certain level of total shareholder return ("TSR"), 16,632 RPSUs vested on January 2, 2021.

F6: Mr. Plotkin was entitled to receive (i) a maximum of 16,632 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) 11,088 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) 2,772 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.

F7: In connection with the vesting of the RPSUs described above, a previously accrued 1,923 dividend equivalent rights ("DERs") and an incremental 916 DERs vested and converted to Class C Common Stock resulting in the reporting person holding 2,724 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.

F8: Mr. Plotkin 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 9,316 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation.