SEC Form 4 · accession 0001179110-15-000585
NRG ENERGY, INC. · NRG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Ronald B Stark
Officer — VP, Chief Accounting Officer
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 | Jan 2, 2015 | M | 461 | $23.64 | A | 15,290 | D | |
| Common Stock, par value $.01 per shareF2,F3 | Jan 2, 2015 | A | 5,337 | $0.00 | A | 20,627 | D | |
| Common Stock, par value $.01 per shareF4 | Jan 3, 2015 | M | 6,622 | — | A | 27,249 | D | |
| Common Stock, par value $.01 per shareF5 | Jan 3, 2015 | F | 2,065 | — | D | 25,184 | D | |
| Common Stock, par value $.01 per shareF6 | Jan 3, 2015 | F | 889 | — | D | 24,295 | D | |
| Common Stock, par value $.01 per shareF7 | Jan 3, 2015 | F | 620 | — | D | 23,675 | 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 UnitsF4 | — | Jan 3, 2015 | M | 4,300 | D | Jan 2, 2015 | Jan 2, 2015 | Common Stock, par value $.01 per share | 8,600 | 0 | D |
Explanation of responses
- F1The acquisition of 461 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 4,300 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 8,600 shares of Common Stock if the company achieved 100% increase in total shareholder return since the grant date (the "Maximum"), 4,300 shares of Common Stock if there is no change in total shareholder return since the grant date (the "Target"), or 2,150 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 6,622 shares.
- F5The 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 2,065 shares of common stock to satisfy the grantee's tax withholding obligation.
- F6On January 3, 2012, the Reporting Person was issued 88,900 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 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 889 shares of common stock to satisfy the grantee's tax withholding obligation.
- F7The Reporting Person was issued 5,047 Restricted Stock Units on January 2, 2014 that vest in 1/3 increments on the anniversary of the grant through January 2, 2017. The Reporting Person vested in 1,682 shares on January 2, 2015 and this Form 4 is being filed to report the withholding of 620 shares to satisfy the grantee's tax withholding obligation.