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Filing Details

Accession Number:: 0001179110-19-000540
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-01-07 20:59:03
Reporting Period:: 2019-01-03

Accepted Time:: 2019-01-07 20:59:03
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	Nrg Energy, Inc. 804 Carnegie Center Princeton NJ 08540	Evp & President, Nrg Retail	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	2019-01-03	2,280	$0.00	111,929	No	4	F	Direct
Common Stock, Par Value $.01 Per Share	Disposition	2019-01-04	9,587	$0.00	102,342	No	4	F	Direct
Common Stock, Par Value $.01 Per Share	Acquisiton	2019-01-04	84,388	$0.00	186,730	No	4	M	Direct
Common Stock, Par Value $.01 Per Share	Acquisiton	2019-01-04	2,608	$0.00	189,338	No	4	M	Direct
Common Stock, Par Value $.01 Per Share	Disposition	2019-01-04	34,233	$0.00	155,105	No	4	F	Direct
Common Stock, Par Value $.01 Per Share	Acquisiton	2019-01-04	9,922	$19.83	165,027	No	4	A	Direct
Common Stock, Par Value $.01 Per Share	Disposition	2019-01-04	9,922	$38.47	155,105	No	4	S	Direct
Common Stock, Par Value $.01 Per Share	Disposition	2019-01-04	25,078	$38.50	130,027	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	F	Direct
No	4	F	Direct
No	4	M	Direct
No	4	M	Direct
No	4	F	Direct
No	4	A	Direct
No	4	S	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	Market Stock Units	Disposition	2019-01-04	84,388	$0.00	42,194	$0.00
Common Stock, Par Value $.01 Per Share	Dividend Equivalent Rights	Disposition	2019-01-04	2,608	$0.00	2,608	$0.00
Common Stock, Par Value $.01 Per Share	Employee Stock Option (right to buy)	Disposition	2019-01-04	9,922	$0.00	9,922	$19.83

Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2019-01-04	2019-01-04	No	4	M	Direct
	2019-01-04	No	4	M	Direct
2011-01-03	2021-01-03	No	4	M	Direct

Footnotes

On January 3, 2017, Ms. Killinger was issued 27,855 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 3, 2019, 9,295 shares vested. Ms. Killinger elected to satisfy her 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 2,280 shares of common stock to satisfy the grantee's tax withholding obligation.
In connection with the vesting of the RSUs described above, 92 DERs vested. Dividend equivalent rights accrue on the reporting 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 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 4, 2018, Ms. Killinger was issued 79,596 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 4, 2019, 26,532 shares vested. Ms. Killinger elected to satisfy her 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 9,587 shares of common stock to satisfy the grantee's tax withholding obligation.
In connection with the vesting of the RSUs described above, 820 DERs vested. Dividend equivalent rights accrue on the reporting 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 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.
The Reporting Person was issued 42,194 Market Stock Units by NRG under the LTIP on January 4, 2016 that vested on January 4, 2019. On the vesting date the Reporting Person was entitled to receive a maximum of 84,388 shares of Common Stock if the company achieved 100% increase in total shareholder return since the grant date (the "Maximum"), 42,194 shares of Common Stock if there is no change in total shareholder return since the grant date (the "Target") or 31,645 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 4, 2019 she vested in 84,388 shares.
In connection with the vesting of the MSUs described above, an incremental 2,608 DERs vested. Dividend equivalent rights accrue on the Reporting 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 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.
The Reporting Person elected to satisfy his tax withholding obligation upon the exchange of common stock for MSUs having a value on the date of the exchange equal to the withholding obligation. This form reflects the surrender of 34,233 shares of common stock to satisfy the grantee's tax withholding obligation.
This transaction was executed in multiple trades at prices ranging from $37.91 to $38.92. The price reported above 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 on December 17, 2018.
Includes 1,943 DERs.