SEC Filing | Clearway Energy, Inc.

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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CHLEBOWSKI JOHN

(Last)

(First)

(Middle)

CLEARWAY ENERGY, INC.

300 CARNEGIE CENTER, SUITE 300

(Street)

PRINCETON

08540

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Clearway Energy, Inc. [ CWEN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/03/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock, par value $.01 per share	12/03/2018		A		240	A	⁽¹⁾	13,396⁽²⁾	D
Class C Common Stock, par value $.01 per share	12/03/2018		A		663	A	⁽¹⁾	43,823⁽³⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents dividend equivalent rights accrued on the reporting person's Deferred Stock Units, which become exercisable proportionately with the Deferred Stock Units to which they relate and may only be settled in the Class A or Class C Common Stock of Clearway Energy, Inc. as determined by the Deferred Stock Unit to which they relate.

2. Includes 3,195 dividend equivalent rights that may only be settled in Class A Common Stock. There has been a de minimus adjustment of 2 shares to the number of dividend equivalent rights as a result of rounding fractional shares.

3. Includes 7,331 dividend equivalent rights that may only be settled in Class C Common Stock. There has been a de minimus adjustment of 5 shares to the number of dividend equivalent rights as a result of rounding fractional shares.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Michael A. Brown, by Power of Attorney	12/06/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

                              September 6, 2018

                               POWER OF ATTORNEY

      KNOW  ALL  BY  THESE PRESENTS, that the undersigned hereby constitutes and
appoints  each  of  Kevin  P. Malcarney and Michael A. Brown signing singly, the
undersigned's true and lawful attorney-in-fact to: (i) execute for and on behalf
of  the undersigned, in the undersigned's capacity as an officer and/or director
and/or  owner  of  greater  than 10% of the outstanding Common Stock of Clearway
Energy,  Inc.,  a  Delaware  corporation  (the  "Company"), Forms 3, 4, and 5 in
accordance  with  Section  16(a)  of the Securities Exchange Act of 1934 and the
rules  thereunder; (ii) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Form  3, 4, or 5 and timely file such form with the United States Securities and
Exchange  Commission  and any stock exchange or similar authority, including the
New  York Stock Exchange; and (iii) take any other action of any type whatsoever
in connection with the foregoing which, in the opinion of such attorney-in-fact,
may  be  of  benefit  to,  in  the best interest of, or legally required by, the
undersigned,   it   being   understood  that  the  documents  executed  by  such
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney
shall  be  in  such  form  and  shall  contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's discretion.

      The undersigned hereby grants to each such attorney-in-fact full power and
authority  to  do  and perform any and every act and thing whatsoever requisite,
necessary,  or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could  do  if personally present, with full power of substitution or revocation,
hereby  ratifying  and confirming all that such attorney-in-fact's substitute or
substitutes,  shall  lawfully  do or cause to be done by virtue of this power of
attorney  and  the  rights  and  powers  herein granted. Each of the undersigned
acknowledges  that  the foregoing attorneys-in-fact, in serving in such capacity
at  the  request  of  the  undersigned,  are  not  assuming,  nor is the Company
assuming, any of the undersigned's responsibilities to comply with Section 16 of
the Securities Exchange Act of 1934.

      This  Power  of  Attorney  shall remain in full force and effect until the
undersigned  is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's  holdings of and transactions in securities issued by the Company,
unless  earlier revoked by each of the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact.

      IN  WITNESS WHEREOF, the undersigned have caused this Power of Attorney to
be executed as of date first written above.

                                       /s/ John F. Chlebowski
                                       -------------------------
                                       John F Chlebowski