13D Filing: Elliott Associates, L.P. and NRG Energy Inc. (NRG)

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The Reporting Persons may effect purchases of shares of Common Stock through margin accounts maintained for them with prime brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms’ credit policies. Positions in shares of Common Stock may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Since other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase shares of Common Stock.

Item 4.

Item 4 is hereby amended to add the following:

The Reporting Persons are pleased that the Issuer has unanimously approved, adopted and initiated a three-year, three part improvement plan focusing on: (i) operations and cost excellence initiatives; (ii) portfolio optimization; and (iii) capital structure and allocation enhancement initiatives (the “Transformation Plan”). We are pleased with the Issuer’s decision to rationalize its portfolio and pursue aggressive cost savings, both of which should create considerable shareholder value. The Reporting Persons remain supportive of the Transformation Plan and believe that the Issuer’s management is in a strong position to execute on that plan. The Reporting Persons have reduced their position in the Issuer but remain sizable investors in the Issuer.

Item 5.

Interest in Securities of the Issuer.

Item 5(a) is hereby amended and restated to read as follows:

The aggregate percentage of Common Stock reported owned by each person named herein is based upon 316,460,692 shares of Common Stock outstanding as of July 31, 2017, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 3, 2017.

As of the date hereof, Elliott beneficially owned 4,480,000 shares of Common Stock, constituting approximately 1.4% of the shares of Common Stock outstanding.

As of the date hereof, Elliott International beneficially owned 9,520,000 shares of Common Stock, constituting approximately 3.0% of the shares of Common Stock outstanding. EICA, as the investment manager of Elliott International, may be deemed to beneficially own the 9,520,000 shares of Common Stock beneficially owned by Elliott International, constituting approximately 3.0% of the shares of Common Stock outstanding.

Collectively, Elliott, Elliott International and EICA beneficially own 14,000,000 shares of Common Stock, constituting approximately 4.4% of the shares of Common Stock outstanding.

Item 5(c) is hereby amended and restated to read as follows:

Item 5(e) is hereby amended and restated to read as follows:

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended and restated to read as follows:

On January 17, 2017, Elliott, Elliott International and EICA entered into a Joint Filing Agreement (the “Joint Filing Agreement”) in which the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached as an exhibit to the initial Schedule 13D and is incorporated herein by reference.

Except as described above in this Item 6 and the Cooperation Agreement from Amendment No. 1, none of the Reporting Persons has any contracts, arrangements, understandings or relationships with respect to the securities of the Issuer.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated:

August 24, 2017

SCHEDULE 1

Transactions of the Reporting Persons Effected During the Past 60 Days

The following transactions were effected by Elliott Associates, L.P.:

All of the above transactions were effected on the open market.

The following transactions were effected by Elliott International, L.P.:

All of the above transactions were effected on the open market.