SEC Form 4 · accession 0001179110-15-000586
NRG ENERGY, INC. · NRG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David W Crane
Officer — President & CEO · Director
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 | 23,099 | $23.64 | A | 951,059 | D | |
| Common Stock, par value $.01 per shareF2,F3 | Jan 2, 2015 | A | 66,300 | $0.00 | A | 1,017,359 | D | |
| Common Stock, par value $.01 per shareF4 | Jan 3, 2015 | M | 228,213 | — | A | 1,245,572 | D | |
| Common Stock, par value $.01 per shareF5 | Jan 3, 2015 | F | 118,329 | — | D | 1,127,243 | D | |
| Common Stock, par value $.01 per shareF6 | Jan 3, 2015 | F | 46,059 | — | D | 1,081,184 | 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 | 257,300 | D | Jan 2, 2012 | Jan 2, 2015 | Common Stock, par value $.01 per share | 257,300 | 0 | D |
| Market Stock UnitsF7,F8 | — | Jan 2, 2015 | A | 122,130 | A | Jan 2, 2018 | Jan 2, 2018 | Common Stock, par value $.01 per share | 244,260 | 122,130 | D |
| Market Stock UnitsF4 | — | Jan 3, 2015 | M | 148,200 | D | Jan 2, 2015 | Jan 2, 2015 | Common Stock, par value $.01 per share | 296,400 | 0 | D |
Explanation of responses
- F1The acquisition of 23,099 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 148,200 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 296,400 shares of Common Stock if the company achieved 100% increase in total shareholder return since the grant date (the "Maximum"), 148,200 shares of Common Stock if there is no change in total shareholder return since the grant date (the "Target"), or 74,100 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 Jan 3, 2015 he vested in 228,213 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 118,329 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 46,059 shares of common stock to satisfy the grantee's tax withholding obligation.
- F7The Reporting Person was issued 122,130 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.
- F8The Reporting Person will receive a maximum of 244,260 shares of Common Stock if the Company has achieved a 100% increase in total shareholder return since the grant date (the "Maximum"); 122,130 shares of Common Stock if there is no change in total shareholder return since the grant date (the "Target"); or 91,597 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.