0001179110-19-000540.txt : 20190107 0001179110-19-000540.hdr.sgml : 20190107 20190107205903 ACCESSION NUMBER: 0001179110-19-000540 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190103 FILED AS OF DATE: 20190107 DATE AS OF CHANGE: 20190107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Killinger Elizabeth R CENTRAL INDEX KEY: 0001662519 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15891 FILM NUMBER: 19514547 MAIL ADDRESS: STREET 1: NRG ENERGY, INC., 211 CARNEGIE CENTER CITY: PRINCETON STATE: NJ ZIP: 08540 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NRG ENERGY, INC. CENTRAL INDEX KEY: 0001013871 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 411724239 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 804 CARNEGIE CENTER STREET 2: - CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: 609-524-4500 MAIL ADDRESS: STREET 1: 804 CARNEGIE CENTER STREET 2: - CITY: PRINCETON STATE: NJ ZIP: 08540 FORMER COMPANY: FORMER CONFORMED NAME: NRG ENERGY INC DATE OF NAME CHANGE: 19960509 4 1 edgar.xml FORM 4 - X0306 4 2019-01-03 0 0001013871 NRG ENERGY, INC. NRG 0001662519 Killinger Elizabeth R NRG ENERGY, INC. 804 CARNEGIE CENTER PRINCETON NJ 08540 0 1 0 0 EVP & President, NRG Retail Common Stock, par value $.01 per share 2019-01-03 4 F 0 2280 D 111929 D Common Stock, par value $.01 per share 2019-01-04 4 F 0 9587 D 102342 D Common Stock, par value $.01 per share 2019-01-04 4 M 0 84388 A 186730 D Common Stock, par value $.01 per share 2019-01-04 4 M 0 2608 A 189338 D Common Stock, par value $.01 per share 2019-01-04 4 F 0 34233 D 155105 D Common Stock, par value $.01 per share 2019-01-04 4 A 0 9922 19.83 A 165027 D Common Stock, par value $.01 per share 2019-01-04 4 S 0 9922 38.47 D 155105 D Common Stock, par value $.01 per share 2019-01-04 4 S 0 25078 38.50 D 130027 D Market Stock Units 2019-01-04 4 M 0 84388 0 D 2019-01-04 2019-01-04 Common Stock, par value $.01 per share 42194 0 D Dividend Equivalent Rights 2019-01-04 4 M 0 2608 D 2019-01-04 Common Stock, par value $.01 per share 2608 0 D Employee Stock Option (right to buy) 19.83 2019-01-04 4 M 0 9922 0 D 2011-01-03 2021-01-03 Common Stock, par value $.01 per share 9922 0 D On 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. In 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. On 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. In 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. The 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. In 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. The 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. This 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. Includes 1,943 DERs. /s/ Christine Zoino, by Power of Attorney 2019-01-07