Talen Energy Corporation

06/27/2025 | Press release | Distributed by Public on 06/27/2025 16:46

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Rubric Capital Management LP
2. Issuer Name and Ticker or Trading Symbol
Talen Energy Corp [TLN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
155 EAST 44TH ST, SUITE 1630
3. Date of Earliest Transaction (Month/Day/Year)
06/25/2025
(Street)
NEW YORK, NY 10017
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.001 per share ("Common Stock") 06/25/2025 S 44,343 D $288.5476(3) 6,079,157 I See footnotes(1)(2)
Common Stock 06/25/2025 S 6,429 D $289.2463(4) 6,072,728 I See footnotes(1)(2)
Common Stock 06/25/2025 S 200 D $290.49 6,072,528 I See footnotes(1)(2)
Common Stock 06/25/2025 S 16,759 D $292.4978(5) 6,055,769 I See footnotes(1)(2)
Common Stock 06/25/2025 S 21,552 D $293.6267(6) 6,034,217 I See footnotes(1)(2)
Common Stock 06/25/2025 S 13,973 D $294.4712(7) 6,020,244 I See footnotes(1)(2)
Common Stock 06/25/2025 S 4,957 D $295.1766(8) 6,015,287 I See footnotes(1)(2)
Common Stock 06/25/2025 S 100 D $297.14 6,015,187 I See footnotes(1)(2)
Common Stock 06/26/2025 S 1,321 D $289.4592(9) 6,013,866 I See footnotes(1)(2)
Common Stock 06/26/2025 S 18,927 D $290.1862(10) 5,994,939 I See footnotes(1)(2)
Common Stock 06/26/2025 S 15,824 D $291.084(11) 5,979,115 I See footnotes(1)(2)
Common Stock 06/26/2025 S 33,121 D $292.1868(12) 5,945,994 I See footnotes(1)(2)
Common Stock 06/26/2025 S 32,924 D $293.3438(13) 5,913,070 I See footnotes(1)(2)
Common Stock 06/26/2025 S 100 D $294 5,912,970 I See footnotes(1)(2)
Common Stock 06/27/2025 S 7,950 D $292.8183(14) 5,905,020 I See footnotes(1)(2)
Common Stock 06/27/2025 S 2,365 D $293.3363(15) 5,902,655 I See footnotes(1)(2)
Common Stock 06/27/2025 S 12,290 D $294.6545(16) 5,890,365 I See footnotes(1)(2)
Common Stock 06/27/2025 S 51,810 D $295.6241(17) 5,838,555 I See footnotes(1)(2)
Common Stock 06/27/2025 S 76,545 D $296.3781(18) 5,762,010 I See footnotes(1)(2)
Common Stock 06/27/2025 S 25,903 D $297.6954(19) 5,736,107 I See footnotes(1)(2)
Common Stock 06/27/2025 S 1,137 D $298.1389(20) 5,734,970 I See footnotes(1)(2)
Common Stock 06/27/2025 J(21) 1,281,839 D (21) 4,453,131 I See footnotes(1)(2)
Common Stock 52,171 D(2)(22)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Rubric Capital Management LP
155 EAST 44TH ST, SUITE 1630
NEW YORK, NY 10017
X
Rosen David Efraim
155 EAST 44TH ST., SUITE 1630
NEW YORK, NY 10017
X

Signatures

Rubric Capital Management LP, By: /s/ Michael Nachmani, its Chief Operating Officer 06/27/2025
**Signature of Reporting Person Date
/s/ David Rosen 06/27/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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) This Form 4 is filed by Rubric Capital Management LP ("Rubric Capital") and Mr. David Rosen, with respect to the securities held by certain funds and/or accounts (collectively, the "Rubric Vehicles"). Rubric Capital serves as the investment adviser to the Rubric Vehicles. Mr. David Rosen serves as the Managing Member of Rubric Capital Management GP, LLC, the general partner of Rubric Capital.
(2) The filing of this statement shall not be deemed an admission that any Reporting Person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each Reporting Person expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein.
(3) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $288 to $289, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
(4) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $289.01 to $289.86, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
(5) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $292 to $292.93, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
(6) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $293.08 to $294.08, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
(7) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $294.09 to $295.09, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
(8) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $295.12 to $295.37, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
(9) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $288.82 to $289.72, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
(10) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $289.825 to $290.785, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
(11) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $290.89 to $291.635, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
(12) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $291.91 to $292.9, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
(13) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $292.94 to $293.89, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
(14) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $292.00 to $292.985, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
(15) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $293.01 to $294.00, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
(16) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $294.02 to $295.02, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
(17) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $295.025 to $296.02, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
(18) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $296.03 to $297.03, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
(19) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $297.05 to $298.05, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
(20) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $298.08 to $298.205, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
(21) This transaction represents a pro-rata in-kind distribution to limited partners for no consideration (the "Pro-Rata Distribution").
(22) Securities directly held by Mr. David Rosen. The securities were distributed to Mr. David Rosen in the Pro-Rata Distribution.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Talen Energy Corporation published this content on June 27, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on June 27, 2025 at 22:46 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]