SEC FORM 3

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^*

Bramnick Michael R.

(Last)

(First)

(Middle)

NRG ENERGY, INC.

211 CARNEGIE CENTER

(Street)

PRINCETON

08540

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/18/2009

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)
Sr. VP & General Counsel

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	4,300 ⁽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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Non-Qualified Stock Options	01/03/2007 ⁽²⁾	01/03/2013	Common Stock, par value $.01 per share	3,466	27.915	D
Non-Qualified Stock Options	01/02/2008 ⁽³⁾	01/02/2014	Common Stock, par value $.01 per share	6,200	42.82	D
Non-Qualified Stock Options	01/02/2009 ⁽⁴⁾	01/02/2015	Common Stock, par value $.01 per share	8,900	23.64	D
Performance Units	01/03/2007	01/03/2017	Common Stock, par value $.01 per share	2,400	⁽⁵⁾	D
Performance Units	01/02/2008	01/02/2018	Common Stock, par value $.01 per share	2,400	⁽⁶⁾	D
Performance Units	01/02/2009	01/02/2019	Common Stock, par value $.01 per share	4,200	⁽⁷⁾	D

Explanation of Responses:

1. Includes the following securities issued to Mr. Bramnick by NRG Energy, Inc. under NRG's Long Term Incentive Plan. Each RSU is equivalent in value to one share of NRG's Common Stock, par value $.01. Mr. Bramnick will receive from NRG one such share of Common Stock, as follows: (i) 600 Restricted Stock Units ("RSUs") issued on January 3, 2010; (ii) 600 RSUs issued on January 2, 2011; (iii) 1,100 RSUs issued on January 2, 2012.

2. Pursuant to the Grant Agreement by and between NRG Energy, Inc. and Mr. Bramnick, half of the Stock Options vested and became exercisable on January 3, 2009. The remaining balance will vest on January 3, 2010.

3. Pursuant to the Grant Agreement by and between NRG Energy, Inc. and Mr. Bramnick, 33 1/3% of the Stock Options vested and became exercisable on January 2, 2009. The remaining balance will vest as follows: 33 1/3% on January 2, 2010 and January 2, 2011.

4. Pursuant to the Grant Agreement by and between NRG Energy, Inc. and Mr. Bramnick, the Stock Options will vest and become exercisable as follows: 33 1/3% on January 2, 2010; 33 1/3% on January 2, 2011 and 33 1/3% on January 2, 2012.

5. Mr. Bramnick was issued 1,200 Performance Units by NRG Energy, Inc. under NRG Energy, Inc.'s Long Term Incentive Plan on January 3, 2007. 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.

6. Mr. Bramnick was issued 1,200 Performance Units by NRG Energy, Inc. under NRG Energy, Inc.'s Long Term Incentive Plan on January 2, 2008. 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.

7. Mr. Bramnick was issued 2,100 Performance Units by NRG Energy, Inc. under NRG Energy, Inc.'s Long Term Incentive Plan on January 2, 2009. Each Performance Unit will be paid out on January 2, 2012 if the closing price of NRG's Common Stock January 2, 2012 (the "Measurement Price") is equal to or greater than $30.61 (the "Threshold Price"). The payout for each PU will be equal to a pro-rated amount in between one-half and one share of common stock if the Measurement Price equals or exceeds the Threshold Price but less than $33.21 (the "Target Price"). The payout for each PU will be equal to a pro-rated amount in between one and two shares of common stock if the Measurement Price is equal to the Target Price but less than $38.84 (the "Maximum Price"). The payout for each PU will be equal to two shares of common stock if the Measurement Price is equal to or greater than the Maximum Price.

Remarks:

	/s/Brian Curci, under Power of Attorney	03/02/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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