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Filing Details

Accession Number:: 0001225208-21-000439
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-01-06 11:43:28
Reporting Period:: 2020-12-31

Accepted Time:: 2021-01-06 11:43:28
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, 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	2020-12-31	4,278	$19.83	134,037	No	4	M	Direct
Common Stock, Par Value $.01 Per Share	Disposition	2020-12-31	4,278	$36.59	129,759	No	4	S	Direct
Common Stock, Par Value $.01 Per Share	Acquisiton	2021-01-02	25,046	$0.00	154,805	No	4	M	Direct
Common Stock, Par Value $.01 Per Share	Acquisiton	2021-01-02	9,913	$0.00	164,718	No	4	A	Direct
Common Stock, Par Value $.01 Per Share	Acquisiton	2021-01-02	1,082	$0.00	165,800	No	4	M	Direct
Common Stock, Par Value $.01 Per Share	Disposition	2021-01-02	789	$0.00	165,011	No	4	F	Direct
Common Stock, Par Value $.01 Per Share	Disposition	2021-01-02	805	$0.00	164,206	No	4	F	Direct
Common Stock, Par Value $.01 Per Share	Disposition	2021-01-02	1,226	$0.00	162,980	No	4	F	Direct
Common Stock, Par Value $.01 Per Share	Disposition	2021-01-02	7,909	$0.00	155,071	No	4	F	Direct
Common Stock, Par Value $.01 Per Share	Disposition	2021-01-04	231	$0.00	154,840	No	4	G	Direct
Common Stock, Par Value $.01 Per Share	Disposition	2021-01-04	245	$0.00	154,595	No	4	G	Direct
Common Stock, Par Value $.01 Per Share	Disposition	2021-01-04	31,543	$36.91	123,052	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	S	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	G	Direct
No	4	G	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	Employee Stock Option (right to buy)	Disposition	2020-12-31	4,278	$0.00	4,278	$19.83
Common Stock, Par Value $.01 Per Share	Dividend Equivalent Rights	Disposition	2021-01-02	1,082	$0.00	1,082	$0.00
Common Stock, Par Value $.01 Per Share	Relative Performance Stock Units	Disposition	2021-01-02	25,046	$0.00	25,046	$0.00
Common Stock, Par Value $.01 Per Share	Relative Performance Stock Units	Acquisiton	2021-01-02	15,271	$0.00	15,271	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2011-01-03	2021-01-03	No	4	M	Direct
0	2021-01-02	2021-01-02	No	4	M	Direct
0	2021-01-02	2021-01-02	No	4	M	Direct
15,271	2024-01-02	2024-01-02	No	4	A	Direct

Footnotes

This transaction was executed in multiple trades at prices ranging from $36.36 to $36.85. 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 19,878 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 39,756 shares of Common Stock if the company achieved 100% increase in total shareholder return since the grant date (the "Maximum"), 19,878 shares of Common Stock if there is no change in total shareholder return since the grant date (the "Target") or 4,970 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 25,406 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 1,082 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, 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, 2021 3,158 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 789 shares of common stock to satisfy the grantee's tax withholding obligation.
In connection with the vesting of the RSUs described above, 123 DERs vested, resulting in the Reporting Person holding 644 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, 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 equivalent in value to one share of NRG's common stock, par value $.01. On January 2, 2021 3,194 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 805 shares of common stock to satisfy the grantee's tax withholding obligation.
In connection with the vesting of the RSUs described above, 114 DERs vested, resulting in the Reporting Person holding 530 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, 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, 2021 4,048 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 1,226 shares of common stock to satisfy the grantee's tax withholding obligation.
In connection with the vesting of the RSUs described above, 174 DERs vested, resulting in the Reporting Person holding 356 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. This form reflects the surrender of 7,909 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 19,878 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 39,756 shares of Common Stock if the company achieved 100% increase in total shareholder return since the grant date (the "Maximum"), 19,878 shares of Common Stock if there is no change in total shareholder return since the grant date (the "Target") or 4,970 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 25,046 shares.
The Reporting Person was issued 15,271 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.
Reporting Person will receive(i) a maximum of 30,542 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) 15,271 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) 3,817 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.