SEC Form 4 · accession 0001179110-17-000431
NRG ENERGY, INC. · NRG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John V Chillemi
Officer — Executive VP,Nat'l Bus. Dev.
Period of report
Jan 2, 2017
Accepted (ET)
Jan 4, 2017 · 9:07 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, 2017 | F | 3,603 | — | D | 42,469 | 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, 2017 | M | 10,518 | D | Jan 2, 2017 | Jan 2, 2017 | Common Stock, par value $.01 per share | 21,036 | 0 | D |
Explanation of responses
- F1On January 2, 2014, Mr. Chillemi was issued 5,773 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, 2017, 5,773 shares vested. Mr. Chillemi 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 3,603 shares of common stock to satisfy the grantee's tax withholding obligation.
- F2Reflects a reduction of 728 dividend equivalent rights ("DERs") that were forfeited upon the vesting of the Market Stock Units described in Table II. In addition, 399 DERs converted in NRG common stock in connection with the vesting of the RSUs described above. Following these transactions, the reporting person holds 2,421 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.
- F3Mr. Chillemi was issued 10,518 Market Stock Units ("MSUs") by NRG under the LTIP on January 2, 2014 that vested on January 2, 2017. On the vesting date, he was entitled to receive a maximum of 21,036 shares of Common Stock if the Company has achieved a 100% increase in total shareholder return since the grant date (the "Maximum"); 10,518 shares of Common Stock if there is no change in total shareholder return since the grant date (the "Target"), or 7,889 shares of Common Stock if there is a 25% decrease in total shareholder return since the grant date (the "Threshold"). The number of shares of Common Stock that Mr. Chillemi may receive is interpolated for total shareholder return falling between Threshold, Target, and Maximum levels. On January 2, 2017, Mr. Chillemi did not receive any shares.