SEC Form 4 · accession 0001179110-19-000540
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
Jan 3, 2019
Accepted (ET)
Jan 7, 2019 · 8:59 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 3, 2019 | F | 2,280 | — | D | 111,929 | D | |
| Common Stock, par value $.01 per shareF3,F4 | Jan 4, 2019 | F | 9,587 | — | D | 102,342 | D | |
| Common Stock, par value $.01 per shareF5 | Jan 4, 2019 | M | 84,388 | — | A | 186,730 | D | |
| Common Stock, par value $.01 per shareF6 | Jan 4, 2019 | M | 2,608 | — | A | 189,338 | D | |
| Common Stock, par value $.01 per shareF7,F8 | Jan 4, 2019 | F | 34,233 | — | D | 155,105 | D | |
| Common Stock, par value $.01 per share | Jan 4, 2019 | A | 9,922 | $19.83 | A | 165,027 | D | |
| Common Stock, par value $.01 per shareF8 | Jan 4, 2019 | S | 9,922 | $38.47 | D | 155,105 | D | |
| Common Stock, par value $.01 per shareF8,F9 | Jan 4, 2019 | S | 25,078 | $38.50 | D | 130,027 | 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 4, 2019 | M | 84,388 | D | Jan 4, 2019 | Jan 4, 2019 | Common Stock, par value $.01 per share | 42,194 | 0 | D |
| Dividend Equivalent RightsF6 | — | Jan 4, 2019 | M | 2,608 | D | — | Jan 4, 2019 | Common Stock, par value $.01 per share | 2,608 | 0 | D |
| Employee Stock Option (right to buy) | $19.83 | Jan 4, 2019 | M | 9,922 | D | Jan 3, 2011 | Jan 3, 2021 | Common Stock, par value $.01 per share | 9,922 | 0 | D |
Explanation of responses
- F1On January 3, 2017, Ms. Killinger was issued 27,855 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 3, 2019, 9,295 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 reflects the surrender of 2,280 shares of common stock to satisfy the grantee's tax withholding obligation.
- F2In connection with the vesting of the RSUs described above, 92 DERs vested. 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.
- F3On January 4, 2018, Ms. Killinger was issued 79,596 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 4, 2019, 26,532 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 reflects the surrender of 9,587 shares of common stock to satisfy the grantee's tax withholding obligation.
- F4In connection with the vesting of the RSUs described above, 820 DERs vested. 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 42,194 Market Stock Units by NRG under the LTIP on January 4, 2016 that vested on January 4, 2019. On the vesting date the Reporting Person was entitled to receive a maximum of 84,388 shares of Common Stock if the company achieved 100% increase in total shareholder return since the grant date (the "Maximum"), 42,194 shares of Common Stock if there is no change in total shareholder return since the grant date (the "Target") or 31,645 shares of Common Stock if there is a 25% decrease in total shareholder return since the grant date (the "Threshold"). The Reporting Person would not have received any shares of Common Stock if total shareholder return had decreased by more than 25% since the grant date. The number of shares that the Reporting Person could have received in interpolated for total shareholder return fall between Threshold, Target and Maximum levels. On January 4, 2019 she vested in 84,388 shares.
- F6In connection with the vesting of the MSUs described above, an incremental 2,608 DERs vested. 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.
- F7The Reporting Person elected to satisfy his tax withholding obligation upon the exchange of common stock for MSUs having a value on the date of the exchange equal to the withholding obligation. This form reflects the surrender of 34,233 shares of common stock to satisfy the grantee's tax withholding obligation.
- F8This transaction was executed in multiple trades at prices ranging from $37.91 to $38.92. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 17, 2018.
- F9Includes 1,943 DERs.