SEC Form 4 · accession 0001179110-16-017420
NRG ENERGY, INC. · NRG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mauricio Gutierrez
Officer — President & Chief Exec Officer · Director
Period of report
Jan 4, 2016
Accepted (ET)
Jan 6, 2016 · 6:16 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 4, 2016 | A | 136,845 | — | A | 306,207 | 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 4, 2016 | A | 217,625 | A | Jan 4, 2019 | Jan 4, 2019 | Common Stock, par value $.01 per share | 435,250 | 217,625 | D |
Explanation of responses
- F1Represents Restricted Stock Units issued to 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 4, 2019.
- F3The Reporting Person was issued 217,625 Market Stock Units ("MSUs") by NRG under the LTIP on January 4, 2016. The MSUs will convert to shares of NRG Common Stock on January 4, 2019 only in the event the Company has achieved a certain level of total shareholder return ("TSR"). TSR will consist of the average of the closing price of NRG's Common Stock on January 4, 2019 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 435,250 shares of Common Stock if the Company has achieved a 100% increase in TSR since the grant date (the "Maximum"); 217,625 shares of Common Stock if there is no change in TSR since the grant date (the "Target"), or 163,219 shares of Common Stock if there is a 25% decrease in TSR since the grant date (the "Threshold"). The Reporting Person will not receive any shares of Common Stock if TSR 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 TSR falling between Threshold, Target, and Maximum levels.