SEC Form 4 · accession 0001179110-15-000578
NRG ENERGY, INC. · NRG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Russell Hill
Officer — Exec Vice Pres, Gen Counsel
Period of report
Jan 2, 2015
Accepted (ET)
Jan 6, 2015 · 9:54 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,F2,F5 | Jan 2, 2015 | A | 12,000 | — | A | 39,210 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Market Stock UnitsF3,F4 | — | Jan 2, 2015 | A | 22,105 | A | Jan 2, 2018 | Jan 2, 2018 | Common Stock, par value $.01 per share | 44,210 | 22,105 | D |
Explanation of responses
- F1Represents Restricted Stock Units issued to the Reporting Person under NRG Energy, Inc.'s Long Term Incentive Plan ("LTIP").
- F2Each RSU is equivalent in value to one share of NRG's Common Stock, par value $.01. The Reporting Person will receive from NRG one such share of Common Stock for each RSU on January 2, 2018.
- F3The Reporting Person was issued 22,105 Market Stock Units ("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.
- F4The Reporting Person will receive a maximum of 44,210 shares of Common Stock if the Company has achieved a 100% increase in total shareholder return since the grant date (the "Maximum"); 22,105 shares of Common Stock if there is no change in total shareholder return since the grant date (the "Target"); or 16,578 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.
- F5Includes 872 shares acquired under NRG Energy, Inc.'s Employee Stock Purchase Plan since the Reporting Person's last filing.