SEC Form 4 · accession 0001179110-17-000433
NRG ENERGY, INC. · NRG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Russell Hill
Officer — Exec Vice Pres, Gen Counsel
Period of report
Jan 2, 2017
Accepted (ET)
Jan 4, 2017 · 9:10 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 | 4,598 | — | D | 69,461 | 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 | 20,071 | D | Jan 2, 2017 | Jan 2, 2017 | Common Stock, par value, $.01 per share | 40,142 | 0 | D |
Explanation of responses
- F1On January 2, 2014 Mr. Hill was issued 11,017 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, 11,017 shares vested. Mr. Hill 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 4,598 shares of common stock to satisfy the grantee's tax withholding obligation.
- F2Reflects a reduction of 1,389 dividend equivalent rights ("DERs") that were forfeited upon the vesting of the Market Stock Units described in Table II. In addition, 762 DERs converted in NRG common stock in connection with the vesting of the RSUs described above. Following these transactions, the reporting person holds 3,832 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. Hill was issued 20,071 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 40,142 shares of Common Stock if the Company has achieved a 100% increase in total shareholder return since the grant date (the "Maximum"); 20,071 shares of Common Stock if there is no change in total shareholder return since the grant date (the "Target"), or 15,053 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. Hill may receive is interpolated for total shareholder return falling between Threshold, Target, and Maximum levels. On January 2, 2017, Mr. Hill did not receive any shares.