SEC Form 4 · accession 0001179110-19-000543
NRG ENERGY, INC. · NRG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kirkland B Andrews
Officer — EVP & CFO
Period of report
Jan 3, 2019
Accepted (ET)
Jan 7, 2019 · 9:00 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 | 3,879 | — | D | 265,555 | D | |
| Common Stock, par value $.01 per shareF3,F4 | Jan 4, 2019 | F | 13,596 | — | D | 251,959 | D | |
| Common Stock, par value $.01 per shareF5 | Jan 4, 2019 | M | 93,648 | — | A | 345,607 | D | |
| Common Stock, par value $.01 per shareF6 | Jan 4, 2019 | M | 2,894 | — | A | 348,501 | D | |
| Common Stock, par value $.01 per shareF7,F8 | Jan 4, 2019 | F | 47,852 | — | D | 300,649 | 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 | 93,648 | D | Jan 4, 2019 | Jan 4, 2019 | Common Stock, par value $.01 per share | 46,824 | 0 | D |
| Dividend Equivalent RightsF6 | — | Jan 4, 2019 | M | 2,894 | D | — | Jan 4, 2019 | Common Stock, par value $.01 per share | 2,894 | 0 | D |
Explanation of responses
- F1On January 3, 2017, Mr. Andrews was issued 35,499 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, 11,833 shares vested. Mr. Andrews 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 3,879 shares of common stock to satisfy the grantee's tax withholding obligation.
- F2In connection with the vesting of the RSUs described above, 118 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, Mr. Andrews was issued 88,332 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, 29,444 shares vested. Mr. Andrews 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 13,596 shares of common stock to satisfy the grantee's tax withholding obligation.
- F4In connection with the vesting of the RSUs described above, 910 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 46,824 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 93,648 shares of Common Stock if the company achieved 100% increase in total shareholder return since the grant date (the "Maximum"), 46,824 shares of Common Stock if there is no change in total shareholder return since the grant date (the "Target") or 35,118 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 he vested in 93,648 shares.
- F6In connection with the vesting of the MSUs described above, an incremental 2,894 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 47,852 shares of common stock to satisfy the grantee's tax withholding obligation.
- F8Includes 2,260 DERs.