SEC Form 4 · accession 0001179110-17-000558
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 3, 2017
Accepted (ET)
Jan 5, 2017 · 8:09 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,F3 | Jan 3, 2017 | A | 140,251 | — | A | 453,859 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Relative Performance Stock UnitsF4,F5 | — | Jan 3, 2017 | A | 220,140 | A | Jan 3, 2020 | Jan 3, 2020 | Common Stock, par value, $.01 per share | 440,280 | 220,140 | D |
Explanation of responses
- F1Represents Restricted Stock Units ("RSUs") issued to Reporting Person under NRG Energy, Inc.'s Amended and Restated Long Term Incentive Plan ("LTIP").
- F2Each RSU is equivalent in value to one share of NRG's Common Stock, par value $.01 per share.
- F3The Reporting Person will receive from NRG one such share of Common Stock for each RSU that will vest ratably over a three year period beginning on the first anniversary of the date of grant.
- F4The Reporting Person was issued 220,140 Relative Performance Stock Units ("RPSUs") by NRG under the LTIP on January 3, 2017. The RPSUs will convert to shares of NRG Common Stock on January 3, 2020 only in the event the Company has achieved a certain level of total shareholder return ("TSR") relative to the Peer Group (defined below) over a three-year performance period. The number of shares of Common Stock that the Reporting Person may receive is interpolated for TSR falling between Threshold, Target, and Maximum levels as described below.
- F5The Reporting Person will receive (i) a maximum of 440,280 shares of Common Stock if the Company's TSR is ranked at or above the 75th percentile relative to a peer group of companies approved by the Company's Compensation Committee (the "Peer Group") for the performance period (the "Maximum"); (ii) 220,140 shares of Common Stock if the Company's TSR is ranked at the 55th percentile relative to the Peer Group for the performance period (the "Target"); provided, however, if TSR is less than negative fifteen percent (-15%), the Company's TSR must be ranked at the 65th percentile relative to the Peer Group for the performance period to receive the Target award; or (iii) 55,035 shares of Common Stock if the Company's TSR is ranked at the 25th percentile relative to the Peer Group for the performance period (the "Threshold"). The Reporting Person will not receive any shares of Common Stock if the Company's TSR is below the 25th percentile relative to the Peer Group for the performance period