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Filing Details

Accession Number:: 0001225208-22-000324
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-01-04 20:56:44
Reporting Period:: 2022-01-02

Accepted Time:: 2022-01-04 20:56:44
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
1662519	R Elizabeth Killinger	804 Carnegie Center Princeton NJ 08540	Exec Vp, Nrg Home	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	Disposition	2021-12-21	3,000	$0.00	127,492	No	5	G	Direct
Common Stock, Par Value $.01 Per Share	Acquisiton	2022-01-02	12,825	$0.00	140,317	No	4	M	Direct
Common Stock, Par Value $.01 Per Share	Acquisiton	2022-01-02	11,016	$0.00	151,333	No	4	A	Direct
Common Stock, Par Value $.01 Per Share	Acquisiton	2022-01-02	944	$0.00	152,277	No	4	M	Direct
Common Stock, Par Value $.01 Per Share	Disposition	2022-01-02	822	$0.00	151,455	No	4	F	Direct
Common Stock, Par Value $.01 Per Share	Disposition	2022-01-02	830	$0.00	150,625	No	4	F	Direct
Common Stock, Par Value $.01 Per Share	Disposition	2022-01-02	1,009	$0.00	149,616	No	4	F	Direct
Common Stock, Par Value $.01 Per Share	Disposition	2022-01-02	3,471	$0.00	146,145	No	4	F	Direct
Common Stock, Par Value $.01 Per Share	Disposition	2022-01-03	33,000	$42.53	113,145	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	5	G	Direct
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	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	2022-01-02	944	$0.00	944	$0.00
Common Stock, Par Value $.01 Per Share	Relative Performance Stock Units	Disposition	2022-01-02	12,825	$0.00	12,825	$0.00
Common Stock, Par Value $.01 Per Share	Relative Performance Stock Units	Acquisiton	2022-01-02	16,784	$0.00	16,784	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2022-01-02	2022-01-02	No	4	M	Direct
0	2022-01-02	2022-01-02	No	4	M	Direct
16,784	2025-01-02	2025-01-02	No	4	A	Direct

Footnotes

The Reporting Person was issued 16,031 RPSUs by NRG under the LTIP on January 2, 2019 that vested on January 2, 2022. On the vesting date the Reporting Person was entitled to receive a maximum of 32,062 shares of Common Stock if the company achieved 100% increase in total shareholder return since the grant date (the "Maximum"), 16,031 shares of Common Stock if there is no change in total shareholder return since the grant date (the "Target") or 4,007 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, 2022 the reporting person vested in 12,825 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 944 DERs vested. Dividend equivalent rights accrue on the Reporting Person's restricted stock units, market stock units orrelative performance stock units, which become exercisable proportionately with the restricted stock units, market 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 9,594 Restricted Stock Units ("RSUs") by NRG Energy, Inc. under NRG Energy, Inc.'s Amended and Restated Long Term Incentive Plan. Each RSU is equivalentin value to one share of NRG's common stock, par value $.01. On January 2, 2022 3,195 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 822 shares of common stock to satisfy the grantee's tax withholding obligation.
In connection with the vesting of the RSUs described above, 224 DERs vested, resulting in the Reporting Person holding 572 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 stockunits.
On January 2, 2021, the Reporting Person was issued 9,913 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, 2022 3,301 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 830 shares of common stock to satisfy the grantee's tax withholding obligation.
In connection with the vesting of the RSUs described above, 109 DERs vested, resulting in the Reporting Person holding 463 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 stockunits.
On January 2, 2019, the Reporting Person was issued 9,483 Restricted Stock Units ("RSUs") by NRG Energy, Inc. under NRG Energy, Inc.'s Amended and Restated Long Term Incentive Plan. Each RSU is equivalentin value to one share of NRG's common stock, par value $.01. On January 2, 2022 3,168 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 1,009 shares of common stock to satisfy the grantee's tax withholding obligation.
In connection with the vesting of the RSUs described above, 233 DERs vested, resulting in the Reporting Person holding 796 dividend equivalent rights in the aggregate. Dividend equivalent rights accrue on th eReporting 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 stockunits.
In connection with the vesting of the RPSUs described above, an incremental 944 DERs vested. Dividend equivalent rights accrue on the Reporting Person's restricted stock units, market stock units orrelative performance stock units, which become exercisable proportionately with the restricted stock units, market stock units or relative performance stock units to which they relate and may only be settled inNRG common stock. Each dividend equivalent right is the economic equivalent of one share of NRG common stock.
This transaction was executed in multiple trades. 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 16,784 Relative Performance Stock Units ("RPSUs") by NRG Energy, Inc. under the LTIP on January 2, 2022. The RPSUs will convert to shares of NRG Common Stockon January 2, 2025 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.
Reporting Person will receive(i) a maximum of 33,568 shares of Common Stock if Company's TSR is ranked at or above the 75th percentile relative to a peer group approved by the Company's Compensation Committee (the "Peer Group") for the performance period (the "Maximum"); (ii) 16,784 shares of Common Stock if Company's TSR is ranked at the 55th percentile relative to the Peer Group for the performance period (the "Target"); provided, however, if TSR is less than negative fifteen percent (-15%), the Company's TSR must be ranked at the 65th percentile relative to the Peer Group for the performance period to receive the Target award; or (iii) 4,196 shares of Common Stock if Company's TSR is ranked at the 25th percentile relative to the Peer Group for the performance period(the "Threshold"). The Reporting Person will not receive any shares of Common Stock if Company's TSR is below the 25th percentile relative to the Peer Group for the performance period.
The Maximum award that the Reporting Person will receive shall not exceed six (6) times the fair market value of the Target award, determined as of the date of grant.