| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NRG ENERGY, INC. [ NRG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/02/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, par value $.01 per share | 01/02/2024 | M | 27,793 | A | $0(1) | 145,297 | D | |||
| Common Stock, par value $.01 per share | 01/02/2024 | A | 13,754(2) | A | $0.0000 | 159,051 | D | |||
| Common Stock, par value $.01 per share | 01/02/2024 | M | 3,190 | A | $0(3) | 162,241 | D | |||
| Common Stock, par value $.01 per share | 01/02/2024 | F | 962(4) | D | $51.25 | 161,279 | D | |||
| Common Stock, par value $.01 per share | 01/02/2024 | F | 1,060(5) | D | $51.25 | 160,219 | D | |||
| Common Stock, par value $.01 per share | 01/02/2024 | F | 1,816(6) | D | $51.25 | 158,403 | D | |||
| Common Stock, par value $.01 per share | 01/02/2024 | F | 11,531 | D | $51.25 | 146,872(7) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Dividend Equivalent Rights | $0.0000 | 01/02/2024 | M | 3,190 | 01/02/2024 | 01/02/2024 | Common Stock, par value $.01 per share | 3,190 | $51.25 | 0.0000 | D | ||||
| Relative Performance Stock Units | (8) | 01/02/2024 | M | 27,793 | 01/02/2024 | 01/02/2024 | Common Stock, par value $.01 per share | 27,793 | $51.25 | 0.0000 | D | ||||
| Explanation of Responses: |
| 1. The Reporting Person was issued 27793 Relative Performance Stock Units by NRG Energy, Inc. under the Amended and Restated Long-Term Incentive Plan that vested subject to certain performance conditions on January 2, 2024. |
| 2. Represents Restricted Stock Units issued to the Reporting Person under the LTIP. Each RSU is equivalent in value to one share of 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 date of the grant. |
| 3. In connection with the vesting of the RPSUs described above, an incremental 3,190 Dividend Equivalent Rights vested. Each DER is the economic equivalent of one share of Common Stock. |
| 4. On January 2, 2022, the Reporting Person was issued 11,016 RSUs by NRG under the LTIP. On January 2, 2024, 3,668 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 962 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation. In connection with the vesting of the RSUs, 289 DERs vested, resulting in the Reporting Person holding 1,619 DERs in the aggregate. |
| 5. On January 2, 2021, the Reporting Person was issued 9,913 RSUs by NRG under the LTIP. On January 2, 2024, 3,311 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 1,060 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation. In connection with the vesting of the RSUs, 380 DERs vested, resulting in the Reporting Person holding 1,239 DERs in the aggregate. |
| 6. On January 2, 2023, the Reporting Person was issued 21,507 RSUs by NRG under the LTIP. On January 2, 2024, 7,161 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 1,816 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation. In connection with the vesting of the RSUs, 295 DERs vested, resulting in the Reporting Person holding 944 DERs in the aggregate. |
| 7. The Reporting Person elected to satisfy their tax withholding obligation upon the exchange of Common Stock for Relative Performance Stock Units having a value on the date of the exchange equal to the withholding obligation. This form reflects the surrender of 11,531 shares of Common Stock to satisfy their tax withholding obligation. |
| 8. Conversion price is not applicable. |
| Christine Zoino, by Power of Attorney | 01/05/2024 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||