CENTERPOINT ENERGY INC — Director's Dealing 2017

Feb 23, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTERPOINT ENERGY INC (CNP)
CIK: 0001130310
Period of Report: 2017-02-21

Reporting Person: Prochazka Scott M (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-21	Common Stock	A	54115	$26.61	Acquired	231976	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6538	Indirect

Footnotes

F1: Time-based restricted stock units vesting in February 2020 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.

F2: Total includes (i) 37,480 time-based restricted stock units previously awarded under the Issuer's Long-term Incentive Plan and vesting in
February 2018, and (ii) 63,258 time-based restricted stock units previously awarded under the Issuer's Long-term Incentive Plan and vesting in
February 2019. 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.

F3: Equivalent shares held in CenterPoint Energy, Inc. Savings Plan.