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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Non-Qualified Stock Options | $ 23.64 | 01/02/2015 | M(1) | 9,000 | 01/02/2012 | 01/02/2015 | Common Stock, par value $.01 per share | 9,000 | $ 0 | 0 | D | ||||
| Market Stock Units | (8) | 01/02/2015 | A | 19,894 | 01/02/2018 | 01/02/2018 | Common Stock, par value $.01 per share | 39,788 (9) | $ 0 | 19,894 | D | ||||
| Market Stock Units | (4) | 01/03/2015 | M | 11,500 | 01/02/2015 | 01/02/2015 | Common Stock, par value $.01 per share | 23,000 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| DEHNE TANUJA NRG ENERGY, INC. 211 CARNEGIE CENTER PRINCETON, NJ 08540 |
SVP and Chief Admin Officer | |||
| /s/ Tanuja M. Dehne | 01/06/2015 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The acquisition of 762 shares of common stock reflects the net exercise of the Non-Qualified Stock Options with the remaining shares withheld by the Issuer to cover the exercise price and taxes associated with the automatic exercise. |
| (2) | Represents Restricted Stock Units issued to the Reporting Person under NRG Energy, Inc.'s Long-Term Incentive Plan ("LTIP"). |
| (3) | 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 on January 2, 2018. |
| (4) | The Reporting Person was issued 11,500 Market Stock Units by NRG under the LTIP on January 2, 2012 that vested on January 2, 2015. On the vesting date the Reporting Person was entitled to receive a maximum of 23,000 shares of Common Stock if the company achieved 100% increase in total shareholder return since the grant date (the "Maximum"), 11,500 shares of Common Stock if there is no change in total shareholder return since the grant date (the "Target"), or 5,750 shares of Common Stock if there is a 50% 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 50% since the grant date. The number of shares of Common Stock that the Reporting Person could have received is interpolated for total shareholder return falling between Threshold, Target and Maximum levels. On January 3, 2015 she vested in 17,709 shares. |
| (5) | The Reporting Person elected to satisfy her 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 is being filed to reflect the surrender of 6,307 shares of common stock to satisfy the grantee's tax withholding obligation. |
| (6) | On January 3, 2012, the Reporting Person was issued 6,900 Restricted Stock Units ("RSUs") by NRG under NRG's Long-Term Incentive Plan ("LTIP"). Each RSU is equivalent in value to one share of NRG's Common Stock, par value $0.01 per share. On January 3, 2015 shares vested. The Reporting Person elected to satisfy her tax withholding 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 is being filed to reflect the surrender of 2,459 shares of common stock to satisfy the grantee's tax withholding obligation. |
| (7) | Includes 92 shares acquired under NRG Energy, Inc.'s Employee Stock Purchase Plan since the Reporting Person's last filing. |
| (8) | The Reporting Person was issued 19,894 MSUs by NRG under the LTIP on January 2, 2015. The MSUs will convert to shares of NRG Common Stock on January 2, 2018 only in the event the Company has achieved a certain level of total shareholder return. Total shareholder return will consist of the average of the closing price of NRG's Common Stock on January 2, 2018 and the nineteen preceding trading days and any dividends paid since the grant date as determined by the Compensation Committee. |
| (9) | The Reporting Person will receive a maximum of 39,788 shares of Common Stock if the Company has achieved a 100% increase in total shareholder return since the grant date (the "Maximum"); 19,894 shares of Common Stock if there is no change in total shareholder return since the grant date (the "Target"); or 14,920 shares of Common Stock if there is a 25% decrease in total shareholder return since the grant date (the "Threshold"). The Reporting Person will not receive any shares of Common Stock if total shareholder return has decreased by more than 25% since the grant date. The number of shares of Common Stock that the Reporting Person may receive is interpolated for total shareholder return falling between Threshold, Target and Maximum levels. |