SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Ingoldsby James J (Last) (First) (Middle) NRG ENERGY, INC. 211 CARNEGIE CENTER (Street) PRINCETON NJ 08540 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/03/2008	3. Issuer Name and Ticker or Trading Symbol NRG ENERGY, INC. [ NRG ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) VP & Chief Accounting Officer	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value .01 per share	15,304(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Options	08/01/2006(2)	08/01/2011	Common stock, par value $.01 per share	14,000	$19.4	D
Non-Qualified Stock Options	01/03/2007(3)	01/03/2012	Common Stock, par value $.01 per share	16,000	$23.975	D
Non-Qualified Stock Options	01/03/2008(4)	01/03/2013	Common Stock, par value $.01 per share	8,200	$27.915	D
Non-Qualified Stock Options	01/02/2009(5)	01/02/2014	Common Stock, par value $.01 per share	6,600	$42.82	D
Performance Units	08/01/2008	08/01/2015	Common Stock, par value $.01 per share	8,000	(6)	D
Performance Units	01/03/2009	01/03/2016	Common Stock, par value $.01 per share	7,600	(7)	D
Performance Units	01/03/2010	01/03/2017	Common Stock, par value $.01 per share	4,000	(8)	D
Performance Units	01/02/2011	01/02/2018	Common Stock, par value $.01 per share	2,600	(9)	D

Explanation of Responses:

1. Includes Restricted Stock Units ("RSUs")and Deferred Stock Units ("DSUs") issued to Mr. Ingoldsby by NRG Energy, Inc. ("NRG") under NRG's Long-Term Incentive Plan. Each RSU and DSU is equivalent in value to one share of NRG's Common Stock, par value $.01. Mr. Ingoldsby will receive from NRG one such share of Common Stock, as follows: (i) 1,994 shares on March 21, 2008 (DSU vesting); (ii) 2,000 shares on August 1, 2008; (iii) 2,000 shares on January 3, 2009; (iv) 1,000 shares on January 3, 2010; and (v) 700 shares on January 2, 2011.

2. Pursuant to the Grant Agreement by and between NRG Energy, Inc. and Mr. Ingoldsby, 33 1/3% of the Stock Options vested on August 1, 2006 and 33 1/3% of the Stock Options vested on August 1, 2007. The remaining balance will vest on August 1, 2008.

3. Pursuant to the Grant Agreement by and between NRG Energy, Inc. and Mr. Ingoldsby, 33 1/3% of the Stock Options vested on January 3, 2007 and 33 1/3% of the Stock Options vested on January 3, 2008. The remaining balance will vest on January 3, 2009.

4. Pursuant to the Grant Agreement by and between NRG Energy, Inc. and Mr. Ingoldsby, 33 1/3% of the Stock Options vested on January 3, 2008. The remaining balance will vest as follows: 33 1/3% on January 3, 2009 and 33 1/3% on January 3, 2010.

5. Pursuant to the Grant Agreement by and between NRG Energy, Inc. and Mr. Ingoldsby the Stock Options will vest as follows: 33 1/3% on January 2, 2009, 33 1/3% on January 2, 2010 and 33 1/3% on January 2, 2011.

6. Each Performance Unit will be paid out on August 1, 2008 if the average closing price of NRG Energy, Inc.'s Common Stock for the ten trading days prior to August 1, 2008 (the "Measurement Price")is equal to or greater than $26.875 (the "Target Price"). The payout for each Performance Unit will be equal to: (i) one share of Common Stock, if the Measurement Price equals the Target Price; (ii) a prorated amount in between one and two shares of Common Stock, if the Measurement Price is greater than the Target Price but less than $31.50 (the "Maximum Price"); and (iii) two shares of Common Stock, if the Measurement Price is equal to or greater than the Maximum Price.

7. Each Performance Unit will be paid out on January 3, 2009 if the average closing price of NRG Energy, Inc.'s Common Stock for the ten trading days prior to January 3, 2009 (the "Measurement Price")is equal to or greater than $33.185 (the "Target Price"). The payout for each Performance Unit will be equal to: (i) one share of Common Stock, if the Measurement Price equals the Target Price; (ii) a prorated amount in between one and two shares of Common Stock, if the Measurement Price is greater than the Target Price but less than $38.661 (the "Maximum Price"); and (iii) two shares of Common Stock, if the Measurement Price is equal to or greater than the Maximum Price.

8. Each Performance Unit will be paid out on January 3, 2010 if the average closing price of NRG Energy, Inc.'s Common Stock for the ten trading days prior to January 3, 2010 (the "Measurement Price")is equal to or greater than $38.095 (the "Target Price"). The payout for each Performance Unit will be equal to: (i) one share of Common Stock, if the Measurement Price equals the Target Price; (ii) a prorated amount in between one and two shares of Common Stock, if the Measurement Price is greater than the Target Price but less than $44.74 (the "Maximum Price"); and (iii) two shares of Common Stock, if the Measurement Price is equal to or greater than the Maximum Price.

9. Each Performance Unit will be paid out on January 2, 2011 if the average closing price of NRG Energy, Inc.'s Common Stock for the ten trading days prior to January 2, 2011 (the "Measurement Price")is equal to or greater than $60.16 (the "Target Price"). The payout for each Performance Unit will be equal to: (i) one share of Common Stock, if the Measurement Price equals the Target Price; (ii) a prorated amount in between one and two shares of Common Stock, if the Measurement Price is greater than the Target Price but less than $70.35 (the "Maximum Price"); and (iii) two shares of Common Stock, if the Measurement Price is equal to or greater than the Maximum Price.

Remarks:

	/s/ James J. Ingoldsby	03/05/2008
	** Signature of Reporting Person	Date
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