CENTERPOINT ENERGY INC — Director's Dealing 2015

Feb 24, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTERPOINT ENERGY INC (CNP)
CIK: 0001130310
Period of Report: 2015-02-22

Reporting Person: MCGOLDRICK JOSEPH B (Exec VP - Div Pres)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-22	Common Stock	A	4200	$0.00	Acquired	75058	Direct
2015-02-22	Common Stock	F	1294	$21.73	Disposed	73764	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	16363	Indirect

Footnotes

F1: Vesting of restricted stock units awarded in 2012 under the Issuer's Long-term Incentive Plan.

F2: Shares withheld for taxes upon vesting of time-based restricted stock units.

F3: Total includes (i) 7,800 time-based restricted stock units previously awarded under the Issuer's Long-term Incentive Plan and vesting in February 2017 and (ii) 9,770 time-based restricted stock units previously awarded under the Issuer's Long-term Incentive Plan and vesting in February 2018. Each award shall vest if the Reporting Person continues to be an employee of Issuer from the grant date through the vesting date and on a pro-rata basis in the event of his earlier retirement, disability or death.

F4: Equivalent shares held in CenterPoint Energy, Inc. Savings Plan as of 1/31/15.