SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Cleary Anne M

(Last)

(First)

(Middle)

1000 MAIN STREET

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GenOn Energy, Inc. [ GEN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President, Asset M

3. Date of Earliest Transaction (Month/Day/Year)
12/03/2010

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/03/2010		A		103,888	A	⁽¹⁾	103,888	D
Common Stock								5	I	By spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option - Right to Buy	$8.7	12/03/2010		A		23,051		12/03/2010	01/13/2016	Common Stock	23,051	⁽²⁾	23,051	D
Stock Option - Right to Buy	$8.84	12/03/2010		A		25,463		12/03/2010	02/17/2016	Common Stock	25,463	⁽³⁾	25,463	D
Stock Option - Right to Buy	$13.31	12/03/2010		A		14,430		12/03/2010	03/08/2012	Common Stock	14,430	⁽⁴⁾	14,430	D
Stock Option - Right to Buy	$13.06	12/03/2010		A		21,860		12/03/2010	03/07/2013	Common Stock	21,860	⁽⁵⁾	21,860	D
Stock Option - Right to Buy	$3.67	12/03/2010		A		67,036		12/03/2010	03/03/2019	Common Stock	67,036	⁽⁶⁾	67,036	D
Stock Option - Right to Buy	$4.66	12/03/2010		A		67,522		12/03/2010	03/11/2020	Common Stock	67,522	⁽⁷⁾	67,552	D
Warrants	$21.87	12/03/2010		A		99		12/03/2010	01/03/2011	Common Stock	280	⁽⁸⁾	99	D

Explanation of Responses:

1. Received in exchange for 36,645 shares of common stock of Mirant Corporation ("Mirant") pursuant to the Agreement and Plan of Merger by and among Mirant, RRI Energy Holdings, Inc. and RRI Energy, Inc., now known as GenOn Energy, Inc. (the "Merger Agreement") based on the exchange ratio in the Merger Agreement.

2. Received pursuant to the Merger Agreement in exchange for stock options to acquire 8,131 shares of Mirant common stock for $24.64 per share.

3. Received pursuant to the Merger Agreement in exchange for stock options to acquire 8,982 shares of Mirant common stock for $25.05 per share.

4. Received pursuant to the Merger Agreement in exchange for stock options to acquire 5,090 shares of Mirant common stock for $37.71 per share.

5. Received pursuant to the Merger Agreement in exchange for stock options to acquire 7,711 shares of Mirant common stock for $37.02 per share.

6. Received pursuant to the Merger Agreement in exchange for stock options to acquire 23,646 shares of Mirant common stock for $10.40 per share.

7. Received pursuant to the Merger Agreement in exchange for stock options to acquire 23,828 shares of Mirant common stock for $13.19 per share.

8. Received pursuant to the Merger Agreement in exchange for warrants to acquire 99 shares of Mirant common stock for $21.87 per share.

Remarks:

	/s/ Allison B. Cunningham, Attorney-in-Fact	12/07/2010
	** 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 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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