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: Sotos Christopher S (Director, President and CEO)

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	3793	—	Disposed	183829	Direct
2021-01-02	Class C Common Stock, par value $.01 per share	F	4532	—	Disposed	179297	Direct
2021-01-02	Class C Common Stock, par value $.01 per share	M	59399	—	Acquired	238696	Direct
2021-01-02	Class C Common Stock, par value $.01 per share	M	3433	—	Acquired	242129	Direct
2021-01-02	Class C Common Stock, par value $.01 per share	D	29567	—	Disposed	212562	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-02	Relative Performance Stock Units	$	M	39599	Disposed	2021-01-02	Class C Common Stock, par value $.01 per share (59399)	Direct
2021-01-02	Dividend Equivalent Rights	$	M	3433	Acquired	2021-01-02	Class C Common Stock, par value $.01 per share (3433)	Direct
2021-01-02	Dividend Equivalent Rights	$	M	3433	Disposed	2021-01-02	Class C Common Stock, par value $.01 per share (3433)	Direct

Footnotes

F1: On January 2, 2018, Mr. Sotos was issued 21,263 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, 7,102 shares vested. Mr. Sotos 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 3,793 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, 1,231 DERs converted to Class C Common Stock, resulting in the reporting person holding 16,699 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. Sotos was issued 29,307 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, 9,759 shares vested. Mr. Sotos 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 4,532 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, 923 DERs converted to Class C Common Stock, resulting in the reporting person holding 15,776 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. Sotos was issued 39,599 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"), 59,399 RPSUs vested on January 2, 2021.

F6: Mr. Sotos was entitled to receive (i) a maximum of 59,399 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) 39,599 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) 9,900 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 6,868 dividend equivalent rights ("DERs") and an incremental 3,433 DERs vested and converted to Class C Common Stock resulting in the reporting person holding 8,908 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. Sotos 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 29,567 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation.