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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Colvin Kristie 1111 LOUISIANA HOUSTON, TX 77002 |
SVP and CAO | |||
| Vincent A. Mercaldi, Attorney-in-Fact | 02/22/2024 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Vesting of performance shares awarded in 2021 under the Issuer's Long-term Incentive Plan (the "Plan"). |
| (2) | Shares withheld for taxes upon vesting of performance shares. |
| (3) | Shares withheld for taxes upon vesting of time-based restricted stock units ("RSUs"). |
| (4) | Total includes (i) 3,753 RSUs previously awarded under the Plan and vesting in February 2025, (ii) 3,562 RSUs previously awarded under the plan and vesting in February 2026, (iii) 1,409 RSUs previously awarded under the plan and vesting in February 2026, and (iv) 3,902 RSUs previously awarded under the Plan and vesting in three equal installments in February 2025, 2026 and 2027. The above awards shall vest (a) if she continues to be an employee of Issuer from the grant date through the respective vesting date, (b) in the event of her earlier disability or death, (c) if she satisfies various conditions, upon her earlier retirement, except that such retirement vesting will be on a pro rata basis if, for the awards under clauses (i)-(iii) above, she fails to meet the conditions for full vesting, or, for the award under clause (iv), her retirement occurs in the year of grant, or (d) with regards to the award in clause (iii), in the event of her involuntary termination without cause. |
| (5) | All vesting of the awards in the previous footnote is conditioned upon achievement of positive operating income for the year preceding the applicable vesting date except in the case of death or disability. |
| (6) | Equivalent shares held in CenterPoint Energy, Inc. Savings Plan. |