SEC Form 4 · accession 0001179110-15-000576
NRG ENERGY, INC. · NRG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Tanuja Dehne
Officer — SVP and Chief Admin Officer
Period of report
Jan 2, 2015
Accepted (ET)
Jan 6, 2015 · 9:53 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001013871
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $.01 per shareF1 | Jan 2, 2015 | M | 762 | $23.64 | A | 38,599 | D | |
| Common Stock, par value $.01 per shareF2,F3 | Jan 2, 2015 | A | 10,800 | $0.00 | A | 49,399 | D | |
| Common Stock, par value $.01 per shareF4 | Jan 3, 2015 | M | 17,709 | — | A | 67,108 | D | |
| Common Stock, par value $.01 per shareF5 | Jan 3, 2015 | F | 6,307 | — | D | 60,801 | D | |
| Common Stock, par value $.01 per shareF6,F7 | Jan 3, 2015 | F | 2,459 | — | D | 58,434 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Options | $23.64 | Jan 2, 2015 | M | 9,000 | D | Jan 2, 2012 | Jan 2, 2015 | Common Stock, par value $.01 per share | 9,000 | 0 | D |
| Market Stock UnitsF8,F9 | — | Jan 2, 2015 | A | 19,894 | A | Jan 2, 2018 | Jan 2, 2018 | Common Stock, par value $.01 per share | 39,788 | 19,894 | D |
| Market Stock UnitsF4 | — | Jan 3, 2015 | M | 11,500 | D | Jan 2, 2015 | Jan 2, 2015 | Common Stock, par value $.01 per share | 23,000 | 0 | D |
Explanation of responses
- F1The 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.
- F2Represents Restricted Stock Units issued to the Reporting Person under NRG Energy, Inc.'s Long-Term Incentive Plan ("LTIP").
- F3Each 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.
- F4The 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.
- F5The 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.
- F6On 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.
- F7Includes 92 shares acquired under NRG Energy, Inc.'s Employee Stock Purchase Plan since the Reporting Person's last filing.
- F8The 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.
- F9The 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.