SEC Form 4 · accession 0001179110-17-000432

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

Aug 15, 2012

Accepted (ET)

Jan 4, 2017 · 9:08 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
Common Stock, par value, $.01 per share	Aug 15, 2012	P	29	$20.92	A	316,371	D
Common Stock, par value, $.01 per share	Aug 31, 2012	P	39	$20.72	A	316,410	D
Common Stock, par value, $.01 per share	Nov 15, 2012	P	30	$19.70	A	316,440	D
Common Stock, par value, $.01 per share	Nov 15, 2012	P	42	$19.55	A	316,482	D
Common Stock, par value, $.01 per share	Feb 15, 2013	P	45	$24.02	A	316,527	D
Common Stock, par value, $.01 per share	Feb 15, 2013	P	34	$24.13	A	316,561	D
Common Stock, par value, $.01 per share	May 15, 2013	P	40	$27.55	A	316,601	D
Common Stock, par value, $.01 per share	May 15, 2013	P	52	$27.82	A	316,653	D
Common Stock, par value, $.01 per share	Aug 15, 2013	P	55	$26.27	A	316,708	D
Common Stock, par value, $.01 per share	Aug 15, 2013	P	43	$25.92	A	316,751	D
Common Stock, par value, $.01 per share	Nov 15, 2013	P	54	$26.98	A	316,805	D
Common Stock, par value, $.01 per share	Nov 15, 2013	P	41	$27.11	A	316,846	D
Common Stock, par value, $.01 per share	Feb 14, 2014	P	40	$28.51	A	316,886	D
Common Stock, par value, $.01 per share	Feb 18, 2014	P	153	$28.88	A	317,039	D
Common Stock, par value, $.01 per share	May 15, 2014	P	40	$33.89	A	317,079	D
Common Stock, par value, $.01 per share	May 15, 2014	P	154	$33.58	A	317,233	D
Common Stock, par value, $.01 per share	Nov 18, 2014	P	122	$31.91	A	317,355	D
Common Stock, par value, $.01 per share	Feb 18, 2015	P	381	$25.6091	A	317,736	D
Common Stock, par value, $.01 per share	May 18, 2015	P	380	$25.8765	A	318,116	D
Common Stock, par value, $.01 per share	Aug 18, 2015	P	471	$20.9876	A	318,587	D
Common Stock, par value, $.01 per share	Nov 17, 2015	P	796	$12.5054	A	319,383	D
Common Stock, par value, $.01 per share	Feb 17, 2016	P	993	$10.1407	A	320,376	D
Common Stock, par value, $.01 per share	May 17, 2016	P	132	$15.831	A	320,508	D
Common Stock, par value, $.01 per share	Aug 16, 2016	P	166	$12.6894	A	320,674	D
Common Stock, par value, $.01 per share^F2,F3,F4	Jan 2, 2017	F	5,813	—	D	313,608	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 Units^F5	—	Jan 2, 2017	M	26,263	D	Jan 2, 2017	Jan 2, 2017	Common Stock, par value, $.01 per share	52,526	0	D

Explanation of responses

F1All the purchases were pursuant to dividend reinvestment feature in a brokerage account that has been suspended.
F2On January 2, 2014, Mr. Gutierrez was issued 14,415 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, 14,415 shares vested. Mr. Gutierrez 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 5,813 shares of common stock to satisfy the grantee's tax withholding obligation.
F3Reflects a reduction of 1,818 dividend equivalent rights ("DERs") that were forfeited upon the vesting of the Market Stock Units described in Table II. In addition, 997 DERs converted in NRG common stock in connection with the vesting of the RSUs described above. Following these transactions, the reporting person holds 10,718 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. Reflects a de minimus adjustment to the number of shares of NRG common stock by 26 shares as a result of rounding fractional shares acquired dividend reinvestment feature in a brokerage account that has been suspended.
F4Includes 539 shares acquired under NRG Energy, Inc.'s Employee Stock Purchase Plan since the Reporting Person's last filing.
F5Mr. Gutierrez was issued 26,263 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 52,526 shares of Common Stock if the Company has achieved a 100% increase in total shareholder return since the grant date (the "Maximum"); 26,263 shares of Common Stock if there is no change in total shareholder return since the grant date (the "Target"), or 19,697 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. Gutierrez may receive is interpolated for total shareholder return falling between Threshold, Target, and Maximum levels. On January 2, 2017, Mr. Gutierrez did not receive any shares.