SEC Form 4 · accession 0001179110-19-000447
NRG ENERGY, INC. · NRG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Callen
Officer — SVP,Chief Accounting Offficer
Period of report
Jan 2, 2019
Accepted (ET)
Jan 4, 2019 · 4:53 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, 2019 | A | 4,286 | $0.00 | A | 38,726 | D | |
| Common Stock, par value $.01 per shareF3,F4 | Jan 2, 2019 | F | 681 | — | D | 38,045 | 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 UnitsF5,F6,F7 | — | Jan 2, 2019 | A | 7,244 | A | Jan 2, 2022 | Jan 2, 2022 | Common Stock, par value $.01 per share | 14,488 | 7,244 | D |
Explanation of responses
- F1Represents Restricted Stock Units issued to the 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. The 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.
- F3On January 2, 2018, Mr. Callen was issued 5,540 Restricted Stock Units ("RSUs") by NRG Energy, Inc. under NRG Energy, Inc.'s Amended and Restated Long Term Incentive Plan. Each RSU is equivalent in value to one share of NRG's Common Stock, par value $.01. On January 2, 2019, 1,844 shares vested. Mr. Callen 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 reflects the surrender of 681 shares of common stock to satisfy the grantee's tax withholding obligation.
- F4In connection with the vesting of the RSUs described above, 7 DERs vested, resulting in the reporting person holding 1,345 dividend equivalent rights in the aggregate. Dividend equivalent rights accrue on the reporting person's restricted stock units, market stock units or relative performance stock units, which become exercisable proportionately with the restricted stock units, market stock units or relative performance 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.
- F5The Reporting Person was issued 7,244 Relative Performance Stock Units ("RPSUs") by NRG Energy, Inc. under the LTIP on January 2, 2019. The RPSUs will convert to shares of NRG Common Stock on January 2, 2022 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.
- F6Reporting Person will receive (i) a maximum of 14,488 shares of Common Stock if 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) 7,244 shares of Common Stock if 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) 1,811 shares of Common Stock if 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 Company's TSR is below the 25th percentile relative to the Peer Group for the performance period.
- F7The Maximum award that the Reporting Person will receive shall not exceed six (6) times the fair market value of the Target award, determined as of the date of grant.