SEC Form 4 · accession 0001179110-17-000434
NRG ENERGY, INC. · NRG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Elizabeth R Killinger
Officer — EVP & President, NRG Retail
Period of report
Feb 17, 2016
Accepted (ET)
Jan 4, 2017 · 9:11 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 share | Feb 17, 2016 | L | 477 | $10.14 | A | 89,140 | D | |
| Common Stock, par value, $.01 per share | May 17, 2016 | L | 64 | $15.83 | A | 89,204 | D | |
| Common Stock, par value, $.01 per share | Aug 16, 2016 | L | 80 | $12.69 | A | 89,284 | D | |
| Common Stock, par value, $.01 per shareF2,F3,F4 | Jan 2, 2017 | F | 3,062 | — | D | 85,703 | 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 UnitsF5 | — | Jan 2, 2017 | M | 11,044 | D | Jan 2, 2017 | Jan 2, 2017 | Common Stock, par value, $.01 per share | 22,088 | 0 | D |
Explanation of responses
- F1The purchase was pursuant to dividend reinvestment feature in a brokerage account that has been suspended.
- F2On January 2, 2014, Ms. Killinger was issued 6,062 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, 6,062 shares vested. Ms. Killinger elected to satisfy her 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 3,062 shares of common stock to satisfy the grantee's tax withholding obligation.
- F3Reflects a reduction of 764 dividend equivalent rights ("DERs") that were forfeited upon the vesting of the Market Stock Units described in Table II. In addition, 419 DERs converted in NRG common stock in connection with the vesting of the RSUs described above. Following these transactions, the reporting person holds 3,445 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 common stock by 1 share as a result of rounding fractional shares acquired under the dividend reinvestment feature in a brokerage account that has been suspended.
- F4Includes 244 shares acquired under NRG Energy, Inc.'s Employee Stock Purchase Plan since the Reporting Person's last filing.
- F5Ms. Killinger was issued 11,044 Market Stock Units ("MSUs") by NRG under the LTIP on January 2, 2014 that vested on January 2, 2017. On the vesting date, she was entitled to receive a maximum of 22,088 shares of Common Stock if the Company has achieved a 100% increase in total shareholder return since the grant date (the "Maximum"); 11,044 shares of Common Stock if there is no change in total shareholder return since the grant date (the "Target"), or 8,283 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 Ms. Killinger may receive is interpolated for total shareholder return falling between Threshold, Target, and Maximum levels. On January 2, 2017, Ms. Killinger did not receive any shares.