SEC Form 4 · accession 0001179110-15-000583
NRG ENERGY, INC. · NRG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kirkland B Andrews
Officer — EVP & CFO
Period of report
Jan 2, 2015
Accepted (ET)
Jan 6, 2015 · 9:56 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 | Jan 2, 2015 | A | 15,431 | $0.00 | A | 139,313 | D | |
| Common Stock, par value $.01 per shareF3 | Jan 3, 2015 | M | 56,514 | — | A | 195,827 | D | |
| Common Stock, par value $.01 per shareF4 | Jan 3, 2015 | F | 27,206 | — | D | 168,621 | D | |
| Common Stock, par value $.01 per shareF5,F8 | Jan 3, 2015 | F | 7,803 | — | D | 161,090 | 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 UnitsF6,F7 | — | Jan 2, 2015 | A | 28,425 | A | Jan 2, 2018 | Jan 2, 2018 | Common Stock, par value $.01 per share | 56,850 | 28,425 | D |
| Market Stock UnitsF3 | — | Jan 3, 2015 | M | 36,700 | D | Jan 2, 2015 | Jan 2, 2015 | Common Stock, par value $.01 per share | 73,400 | 0 | 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 per share. 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 36,700 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 73,400 shares of Common Stock if the company achieved 100% increase in total shareholder return since the grant date (the "Maximum"), 36,700 shares of Common Stock if there is no change in total shareholder return since the grant date (the "Target"), or 18,350 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 he vested in 56,514 shares.
- F4The Reporting Person elected to satisfy his 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 27,206 shares of common stock to satisfy the grantee's tax withholding obligation.
- F5On January 3, 2012, the Reporting Person was issued 22,000 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 his 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 7,803 shares of common stock to satisfy the grantee's tax withholding obligation.
- F6The Reporting Person was issued 28,425 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.
- F7The Reporting Person will receive a maximum of 56,850 shares of Common Stock if the Company has achieved a 100% increase in total shareholder return since the grant date (the "Maximum"); 28,425 shares of Common Stock if there is no change in total shareholder return since the grant date (the "Target"); or 21,318 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.
- F8Includes 272 shares acquired under NRG Energy, Inc.'s Employee Stock Purchase Plan since the Reporting Person's last filing.