SEC Form 4 · accession 0001179110-16-017222
NRG ENERGY, INC. · NRG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kirkland B Andrews
Officer — EVP, CFO & Treasurer
Period of report
Jan 2, 2016
Accepted (ET)
Jan 5, 2016 · 6:43 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, 2016 | F | 7,325 | — | D | 166,384 | 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 | — | Jan 2, 2016 | M | 29,800 | D | Jan 2, 2016 | Jan 2, 2016 | Common Stock, par value $.01 per share | 59,600 | 0 | D |
Explanation of responses
- F1On January 2, 2013 Mr. Andrews was issued 17,700 Restricted Stock Units ("RSUs") by NRG Energy, Inc. under NRG's Long Term Incentive Plan ("LTIP"). Each RSU is equivalent in value to one share of NRG's Common Stock, par value $.01. On January 2, 2016, 17,700 shares vested. Mr. Andrews elected to satisfy his tax 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 7,325 shares of common stock to satisfy the grantee's tax withholding obligation.
- F2Reflects a reduction of 1,941 dividend equivalent rights ("DERs") that were forfeited upon the vesting of the Market Stock Units described in Table II, resulting in the reporting person holding 4,361 DERs in the aggregate. Dividend equivalent rights accrue on the reporting person's restricted stock units or market stock units, which become exercisable proportionately with the restricted stock units or market stock units to which they relate and may only be settled in NRG common stock. Each dividend equivalent right is the economic equivalent of one share of NRG common stock. Includes 642 shares acquired under NRG Energy, Inc.'s Employee Stock Purchase Plan since the Reporting Person's last filing.
- F3Mr. Andrews was issued 29,800 Market Stock Units ("MSUs") by NRG under the LTIP on January 2, 2013 that vested on January 2, 2016. On the vesting date, he was entitled to receive a maximum of 59,600 shares of Common Stock if the Company has achieved a 100% increase in total shareholder return since the grant date (the "Maximum"); 29,800 shares of Common Stock if there is no change in total shareholder return since the grant date (the "Target"), or 14,900 shares of Common Stock if there is a 50% decrease in total shareholder return since the grant date (the "Threshold"). The number of shares of Common Stock that Mr. Andrews may receive is interpolated for total shareholder return falling between Threshold, Target, and Maximum levels. On January 2, 2016, Mr. Andrews did not receive any shares.