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Filing Details

Accession Number:: 0001225208-21-000600
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-01-06 17:59:02
Reporting Period:: 2021-01-02

Accepted Time:: 2021-01-06 17:59:02
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1013871	Nrg Energy Inc.	NRG	Electric Services (4911)	411724239

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1505252	J Robert Gaudette	804 Carnegie Center Princeton NJ 08540	Sr Vp, Business Solutions	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock, Par Value $.01 Per Share	Acquisiton	2021-01-02	14,435	$0.00	67,968	No	4	M	Direct
Common Stock, Par Value $.01 Per Share	Acquisiton	2021-01-02	5,774	$0.00	73,742	No	4	A	Direct
Common Stock, Par Value $.01 Per Share	Acquisiton	2021-01-02	623	$0.00	74,365	No	4	M	Direct
Common Stock, Par Value $.01 Per Share	Disposition	2021-01-02	447	$0.00	73,918	No	4	F	Direct
Common Stock, Par Value $.01 Per Share	Disposition	2021-01-02	523	$0.00	73,395	No	4	F	Direct
Common Stock, Par Value $.01 Per Share	Disposition	2021-01-02	721	$0.00	72,674	No	4	F	Direct
Common Stock, Par Value $.01 Per Share	Disposition	2021-01-02	3,666	$0.00	69,008	No	4	F	Direct
Common Stock, Par Value $.01 Per Share	Acquisiton	2021-01-04	11,197	$31.34	80,205	No	4	M	Direct
Common Stock, Par Value $.01 Per Share	Disposition	2021-01-04	11,197	$36.91	69,008	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	A	Direct
No	4	M	Direct
No	4	F	Direct
No	4	F	Direct
No	4	F	Direct
No	4	F	Direct
No	4	M	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock, Par Value $.01 Per Share	Dividend Equivalent Rights	Disposition	2021-01-02	623	$0.00	623	$0.00
Common Stock, Par Value $.01 Per Share	Relative Performance Stock Units	Disposition	2021-01-02	14,435	$0.00	14,435	$0.00
Common Stock, Par Value $.01 Per Share	Relative Performance Stock Units	Acquisiton	2021-01-02	8,895	$0.00	8,895	$0.00
Common Stock, Par Value $.01 Per Share	Employee Stock Option (right to buy)	Disposition	2021-01-04	11,197	$0.00	11,197	$31.34

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2021-01-02	2021-01-02	No	4	M	Direct
0	2021-01-02	2021-01-02	No	4	M	Direct
8,895	2024-01-02	2024-01-02	No	4	A	Direct
0	2011-02-23	2021-02-22	No	4	M	Direct

Footnotes

The Reporting Person was issued 11,456 RPSUs by NRG under the LTIP on January 2, 2018 that vested on January 2, 2021. On the vesting date the Reporting Person was entitled to receive a maximum of 22,912 shares of Common Stock if the company achieved 100% increase in total shareholder return since the grant date (the "Maximum"), 11,456 shares of Common Stock if there is no change in total shareholder return since the grant date (the "Target") or 2,864 shares of Common Stock if there is a 25% decrease in total shareholder return since the grant date (the "Threshold"). The Reporting Person wouldnot have received any shares of Common Stock if total shareholder return had decreased by more than 25% since the grant date. The number of shares that the Reporting Person could have received in interpolated for total shareholder return fall between Threshold, Target and Maximum levels. On January 2, 2021 the reporting person vested in 14,435 shares.
Represents Restricted Stock Units issued to the Reporting Person under NRG Energy, Inc.'s Amended and Restated Long-Term Incentive Plan ("LTIP").
Each RSU is equivalent in value to one share of NRG's Common Stock, par value $.01 per share. The Reporting Person will receive from NRG one such share of Common Stock for each RSU that will vest ratably over a three year period beginning on the first anniversary of the date of grant.
In connection with the vesting of the RPSUs described above, an incremental 623 DERs vested. Dividend equivalent rights accrue on the Reporting Person's restricted stock units or relative performance stock units, which become exercisable proportionately with the restricted stock units or relative performance stock units to which they relate and may only be settled in NRG common stock. Each dividend equivalent right is the economic equivalent of one share of NRG common stock.
On January 2, 2020, the Reporting Person was issued 5,425 Restricted Stock Units ("RSUs") by NRG Energy, Inc. under NRG Energy, Inc.'s Amended and Restated Long Term Incentive Plan. Each RSU is equivalent in value to one share of NRG's common stock, par value $.01. On January 2, 2021 1,806 shares vested. The Reporting Person elected to satisfy their tax obligation upon the exchange of common stock for RSUs having avalue on the date of the exchange equal to the withholding obligation. This form reflects the surrender of 447 shares of common stock to satisfy the grantee's tax withholding obligation.
In connection with the vesting of the RSUs described above, 65 DERs vested, resulting in the Reporting Person holding 202 dividend equivalent rights in the aggregate. Dividend equivalent rights accrue on the Reporting Person's restricted stock units or relative performance stock units, which become exercisable proportionately with the restricted stock units or relative performance stock units.
On January 2, 2019, the Reporting Person was issued 5,402 Restricted Stock Units ("RSUs") by NRG Energy, Inc. under NRG Energy, Inc.'s Amended and Restated Long Term Incentive Plan. Each RSU is equivalent in value to one share of NRG's common stock, par value $.01. On January 2, 2021 1,799 shares vested. The Reporting Person elected to satisfy their tax obligation upon the exchange of common stock for RSUs having avalue on the date of the exchange equal to the withholding obligation. This form reflects the surrender of 523 shares of common stock to satisfy the grantee's tax withholding obligation.
In connection with the vesting of the RSUs described above, 70 DERs vested, resulting in the Reporting Person holding 267 dividend equivalent rights in the aggregate. Dividend equivalent rights accrue on theReporting Person's restricted stock units, market stock units or relative performance stock units, which become exercisable proportionately with the restricted stock units, market stock units or relative performance stock units.
On January 2, 2018, the Reporting Person was issued 6,984 Restricted Stock Units ("RSUs") by NRG Energy, Inc. under NRG Energy, Inc.'s Amended and Restated Long Term Incentive Plan. Each RSU is equivalent in value to one share of NRG's common stock, par value $.01. On January 2, 2021 2,333 shares vested. The Reporting Person elected to satisfy their 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 721 shares of common stock to satisfy the grantee's tax withholding obligation.
In connection with the vesting of the RSUs described above, 100 DERs vested, resulting in the Reporting Person holding 337 dividend equivalent rights in the aggregate. Dividend equivalent rights accrue on the Reporting Person's restricted stock units or relative performance stock units, which become exercisable proportionately with the restricted stock units or relative performance stock units.
The Reporting Person elected to satisfy their tax withholding obligation upon the exchange of common stock for RPSUs having a value on the date of the exchange equal to the withholding obligation. Thisform reflects the surrender of 3,666 shares of common stock to satisfy the grantee's tax withholding obligation
This transaction was executed in multiple trades ranging from $36.28 to $37.75. The price reported reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
The Reporting Person was issued 11,456 RPSUs by NRG under the LTIP on January 2, 2018 that vested on January 2, 2021. On the vesting date the Reporting Person was entitled to receive a maximum of 22,912 shares of Common Stock if the company achieved 100% increase in total shareholder return since the grant date (the "Maximum"), 11,456 shares of Common Stock if there is no change in total shareholder return since the grant date (the "Target") or 2,864 shares of Common Stock if there is a 25% decrease in total shareholder return since the grant date (the "Threshold"). The Reporting Person would not have received any shares of Common Stock if total shareholder return had decreased by more than 25% since the grant date. The number of shares that the Reporting Person could have received in interpolated for total shareholder return fall between Threshold, Target and Maximum levels. On January 2, 2021 the reporting person vested in 14,435 shares.
The Reporting Person was issued 8,895 Relative Performance Stock Units ("RPSUs") by NRG Energy, Inc. under the LTIP on January 2, 2021. The RPSUs will convert to shares of NRG Common Stockon January 2, 2024 only in the event the Company has achieved a certain level of total shareholder return ("TSR") relative to the Peer Group (defined below) over a three-year performance period. The numberof shares of Common Stock that the Reporting Person may receive is interpolated for TSR falling between Threshold, Target, and Maximum levels as described below.