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

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	2011	—	Disposed	41164	Direct
2021-01-02	Class C Common Stock, par value $.01 per share	F	997	—	Disposed	40167	Direct

Footnotes

F1: On May 11, 2018, Mr. Malcarney was issued 33,232 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 January 4, 2019. 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, 3,323 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 2,011 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, 506 DERs converted to Class C Common Stock, resulting in the reporting person holding 1,915 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. Malcarney was issued 5,756 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 January 2, 2020. 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, 1,917 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 997 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, 181 DERs converted to Class C Common Stock, resulting in the reporting person holding 1,734 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.