0001179110-20-000333.txt : 20200106 0001179110-20-000333.hdr.sgml : 20200106 20200106174240 ACCESSION NUMBER: 0001179110-20-000333 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200102 FILED AS OF DATE: 20200106 DATE AS OF CHANGE: 20200106 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: 20511132 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 2020-01-02 0 0001013871 NRG ENERGY, INC. NRG 0001662519 Killinger Elizabeth R NRG ENERGY, INC. 804 CARNEGIE CENTER PRINCETON NJ 08540 0 1 0 0 Exec VP, Retail Common Stock, par value $.01 per share 2020-01-02 4 A 0 9593 0.00 A 137956 D Common Stock, par value $.01 per share 2020-01-02 4 F 0 1039 D 136917 D Common Stock, par value $.01 per share 2020-01-02 4 F 0 771 D 136146 D Common Stock, par value $.01 per share 2020-01-02 4 G 0 2995 0 D 133151 D Common Stock, par value $.01 per share 2020-01-02 4 S 0 4500 39.49 D 128651 D Common Stock, par value $.01 per share 2020-01-03 4 M 0 87628 A 216279 D Common Stock, par value $.01 per share 2020-01-03 4 M 0 1147 A 217426 D Common Stock, par value $.01 per share 2020-01-03 4 F 0 33801 D 183625 D Common Stock, par value $.01 per share 2020-01-03 4 F 0 2301 D 181324 D Common Stock, par value $.01 per share 2020-01-06 4 S 0 72 38.14 D 181252 D Common Stock, par value $.01 per share 2020-01-06 4 S 0 52428 37.77 D 128824 D Relative Performance Stock Units 2020-01-02 4 A 0 16573 0 A 2023-01-02 2023-01-02 Common Stock, par value $.01 per share 33146 16573 D Employee Stock Option (right to buy) 39.49 2020-01-03 4 M 0 4500 0 A 2010-01-04 2020-01-04 Common Stock, par value $.01 per share 4500 0 D Relative Performance Stock Units 2020-01-03 4 M 0 87628 0 A 2020-01-03 2020-01-03 Common Stock, par value $.01 per share 43814 0 D Dividend Equivalent Rights 2020-01-03 4 M 0 1147 A 2020-01-03 Common Stock, par value $.01 per share 1147 0 D Represents Restricted Stock Units issued to the Reporting Person under NRG Energy, Inc.'s Amended and Restated Long-Term Incentive Plan ("LTIP"). Each RSU is equivalent in value to one share of NRG's Common Stock, par value $.01 per share. The Reporting Person will receive from NRG one such share of Common Stock for each RSU that will vest ratably over a three year period beginning on the first anniversary of the date of grant. On January 2, 2018, the Reporting Person was issued 12,118 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 2, 2020, 4,035 shares vested. The Reporting Person elected to satisfy their 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 1,039 shares of common stock to satisfy the grantee's tax withholding obligation. In connection with the vesting of the RSUs described above, 28 DERs vested, resulting in the Reporting Person holding 178 dividend equivalent rights in the aggregate. 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 2, 2019, the Reporting Person was issued 9,483 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 2, 2020, 3,157 shares vested. The Reporting Person elected to satisfy their 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 771 shares of common stock to satisfy the grantee's tax withholding obligation. In connection with the vesting of the RSUs described above, 9 DERs vested, resulting in the Reporting Person holding 169 dividend equivalent rights in the aggregate. 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. This transaction was executed in multiple trades at prices ranging from $39.36 to $39.86. The price reported 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 13, 2019. The Reporting Person was issued 16,573 Relative Performance Stock Units ("RPSUs") by NRG Energy, Inc. under the LTIP on January 2, 2020. The RPSUs will convert to shares of NRG Common Stock on January 2, 2023 only in the event the Company has achieved a certain level of total shareholder return ("TSR") relative to the Peer Group (defined below) over a three-year performance period. The number of shares of Common Stock that the Reporting Person may receive is interpolated for TSR falling between Threshold, Target, and Maximum levels as described below. Reporting Person will receive(i) a maximum of 33,146 shares of Common Stock if Company's TSR is ranked at or above the 75th percentile relative to a peer group of companies approved by the Company's Compensation Committee (the "Peer Group") for the performance period (the "Maximum"); (ii) 16,573 shares of Common Stock if Company's TSR is ranked at the 55th percentile relative to the Peer Group for the performance period (the "Target"); provided, however, if TSR is less than negative fifteen percent (-15%), the Company's TSR must be ranked at the 65th percentile relative to the Peer Group for the performance period to receive the Target award; or (iii) 4,143 shares of Common Stock if Company's TSR is ranked at the 25th percentile relative to the Peer Group for the performance period (the"Threshold"). The Reporting Person will not receive any shares of Common Stock if Company's TSR is below the 25th percentile relative to the Peer Group for the performance period. The Maximum award that the Reporting Person will receive shall not exceed six (6) times the fair market value of the Target award, determined as of the date of grant. The Reporting Person was issued 43,814 RPSUs by NRG under the LTIP on January 3, 2017 that vested on January 3, 2020. On the vesting date the Reporting Person was entitled to receive a maximum of 87,628 shares of Common Stock if the company achieved 100% increase in total shareholder return since the grant date (the "Maximum"), 43,814 shares of Common Stock if there is no change in total shareholder return since the grant date (the "Target") or 10,953 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 3, 2020 the reporting person vested in 87,628 shares. The Reporting Person elected to satisfy their tax withholding obligation upon the exchange of common stock for RPSUs having a value on the date of the exchange equal to the withholding obligation. This form reflects the surrender of 33,801 shares of common stock to satisfy the grantee's tax withholding obligation. On January 3, 2017, the Reporting Person was issued 27,914 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, 2020, 9,324 shares vested. The Reporting Person elected to satisfy their 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 2,301 shares of common stock to satisfy the grantee's tax withholding obligation. In connection with the vesting of the RSUs described above, 122 DERs vested, resulting in the Reporting Person holding 47 dividend equivalent rights in the aggregate. 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. In connection with the vesting of the RPSUs described above, an incremental 1,147 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 sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 13, 2019. This transaction was executed in multiple trades at prices ranging from $37.53 to $38.15. The price reported 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 13, 2019. /s/ Christine Zoino, by Power of Attorney 2020-01-06