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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Market Stock Units | (3) | 01/02/2016 | M | 12,100 | 01/02/2016 | 01/02/2016 | Common Stock, par value $.01 per share | 24,200 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Killinger Elizabeth R NRG ENERGY, INC. 211 CARNEGIE CENTER PRINCETON, NJ 08540 |
Sr. VP & President,NRG Retail |
/s/ Brian Curci, by Power of Attorney | 01/05/2016 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | On January 2, 2013 Ms. Killinger was issued 7,200 Restricted Stock Units ("RSUs") by NRG Energy, Inc. under NRG's Long Term Incentive Plan ("LTIP"). Each RSU is equivalent in value to one share of NRG's Common Stock, par value $.01. On January 2, 2016, 7,200 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 is being filed to reflect the surrender of 3,624 shares of common stock to satisfy the grantee's tax withholding obligation. |
(2) | Reflects a reduction of 788 dividend equivalent rights ("DERs") that were forfeited upon the vesting of the Market Stock Units described in Table II, resulting in the reporting person holding 2,177 DERs in the aggregate. Dividend equivalent rights accrue on the reporting person's restricted stock units or market stock units, which become exercisable proportionately with the restricted stock units or market 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. Includes 231 shares acquired under NRG Energy, Inc.'s Employee Stock Purchase Plan since the Reporting Person's last filing. |
(3) | Ms. Killinger was issued 12,100 Market Stock Units ("MSUs") by NRG under the LTIP on January 2, 2013 that vested on January 2, 2016. On the vesting date, she was entitled to receive a maximum of 24,200 shares of Common Stock if the Company has achieved a 100% increase in total shareholder return since the grant date (the "Maximum"); 12,100 shares of Common Stock if there is no change in total shareholder return since the grant date (the "Target"), or 6,050 shares of Common Stock if there is a 50% decrease in total shareholder return since the grant date (the "Threshold"). The number of shares of Common Stock that Ms. Killinger may receive is interpolated for total shareholder return falling between Threshold, Target, and Maximum levels. On January 2, 2016, Ms. Killinger did not receive any shares. |