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Filing Details

Accession Number:: 0001179110-20-000333
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-01-06 17:42:40
Reporting Period:: 2020-01-02

Accepted Time:: 2020-01-06 17:42:40
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	Exec Vp, 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	Acquisiton	2020-01-02	9,593	$0.00	137,956	No	4	A	Direct
Common Stock, Par Value $.01 Per Share	Disposition	2020-01-02	1,039	$0.00	136,917	No	4	F	Direct
Common Stock, Par Value $.01 Per Share	Disposition	2020-01-02	771	$0.00	136,146	No	4	F	Direct
Common Stock, Par Value $.01 Per Share	Disposition	2020-01-02	2,995	$0.00	133,151	No	4	G	Direct
Common Stock, Par Value $.01 Per Share	Disposition	2020-01-02	4,500	$39.49	128,651	No	4	S	Direct
Common Stock, Par Value $.01 Per Share	Acquisiton	2020-01-03	87,628	$0.00	216,279	No	4	M	Direct
Common Stock, Par Value $.01 Per Share	Acquisiton	2020-01-03	1,147	$0.00	217,426	No	4	M	Direct
Common Stock, Par Value $.01 Per Share	Disposition	2020-01-03	33,801	$0.00	183,625	No	4	F	Direct
Common Stock, Par Value $.01 Per Share	Disposition	2020-01-03	2,301	$0.00	181,324	No	4	F	Direct
Common Stock, Par Value $.01 Per Share	Disposition	2020-01-06	72	$38.14	181,252	No	4	S	Direct
Common Stock, Par Value $.01 Per Share	Disposition	2020-01-06	52,428	$37.77	128,824	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	A	Direct
No	4	F	Direct
No	4	F	Direct
No	4	G	Direct
No	4	S	Direct
No	4	M	Direct
No	4	M	Direct
No	4	F	Direct
No	4	F	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	Relative Performance Stock Units	Acquisiton	2020-01-02	16,573	$0.00	33,146	$0.00
Common Stock, Par Value $.01 Per Share	Employee Stock Option (right to buy)	Acquisiton	2020-01-03	4,500	$0.00	4,500	$39.49
Common Stock, Par Value $.01 Per Share	Relative Performance Stock Units	Acquisiton	2020-01-03	87,628	$0.00	43,814	$0.00
Common Stock, Par Value $.01 Per Share	Dividend Equivalent Rights	Acquisiton	2020-01-03	1,147	$0.00	1,147	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
16,573	2023-01-02	2023-01-02	No	4	A	Direct
0	2010-01-04	2020-01-04	No	4	M	Direct
0	2020-01-03	2020-01-03	No	4	M	Direct
0		2020-01-03	No	4	M	Direct

Footnotes

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.
On January 2, 2018, the Reporting Person was issued 12,118 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, 2020, 4,035 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 1,039 shares of common stock to satisfy the grantee's tax withholding obligation.
In connection with the vesting of the RSUs described above, 28 DERs vested, resulting in the Reporting Person holding 178 dividend equivalent rights in the aggregate. 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 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 equivalent in value to one share of NRG's Common Stock, par value $.01. On January 2, 2020, 3,157 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 771 shares of common stock to satisfy the grantee's tax withholding obligation.
In connection with the vesting of the RSUs described above, 9 DERs vested, resulting in the Reporting Person holding 169 dividend equivalent rights in the aggregate. 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.
This transaction was executed in multiple trades at prices ranging from $39.36 to $39.86. 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 on December 13, 2019.
The Reporting Person was issued 16,573 Relative Performance Stock Units ("RPSUs") by NRG Energy, Inc. under the LTIP on January 2, 2020. The RPSUs will convert to shares of NRG Common Stock on January 2, 2023 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 number of 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 33,146 shares of Common Stock if Company's TSR is ranked at or above the 75th percentile relative to a peer group of companies approved by the Company's Compensation Committee (the "Peer Group") for the performance period (the "Maximum"); (ii) 16,573 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) 4,143 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.
The Reporting Person was issued 43,814 RPSUs by NRG under the LTIP on January 3, 2017 that vested on January 3, 2020. On the vesting date the Reporting Person was entitled to receive a maximum of 87,628 shares of Common Stock if the company achieved 100% increase in total shareholder return since the grant date (the "Maximum"), 43,814 shares of Common Stock if there is no change in total shareholder return since the grant date (the "Target") or 10,953 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 3, 2020 the reporting person vested in 87,628 shares.
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. This form reflects the surrender of 33,801 shares of common stock to satisfy the grantee's tax withholding obligation.
On January 3, 2017, the Reporting Person was issued 27,914 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, 2020, 9,324 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 2,301 shares of common stock to satisfy the grantee's tax withholding obligation.
In connection with the vesting of the RSUs described above, 122 DERs vested, resulting in the Reporting Person holding 47 dividend equivalent rights in the aggregate. 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.
In connection with the vesting of the RPSUs described above, an incremental 1,147 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 sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 13, 2019.
This transaction was executed in multiple trades at prices ranging from $37.53 to $38.15. 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 on December 13, 2019.