CENTERPOINT ENERGY INC — Director's Dealing 2018

Aug 2, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CENTERPOINT ENERGY INC (CNP)
CIK: 0001130310
Period of Report: 2018-08-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-08-01	Common Stock	S	4000	$27.99	Disposed	309247	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6906	Indirect

Footnotes

F1: The sale of shares reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person. The adoption of the trading plan was previously disclosed by the Issuer in its Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on March 28, 2017, and the subsequent amendment of the trading plan was previously disclosed by the Issuer in its Current Report on Form 8-K filed with the SEC on February 27, 2018.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.89 to $28.17, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F3: Total includes (i) 63,258 time-based restricted stock units ("RSUs") previously awarded under the Issuer's Long-term Incentive Plan (the "Plan") and vesting in February 2019, (ii) 54,115 RSUs previously awarded under the Plan and vesting in February 2020, and (iii) 61,515 RSUs previously awarded under the Plan and vesting in February 2021. The awards to vest in 2019 and 2020 shall vest if the Reporting Person continues to be an employee of Issuer from grant date through vesting date and on a pro-rata basis in the event of his earlier retirement, disability or death. The above award to vest in 2021 shall vest (i) if he continues to be any employee of Issuer from grant date through vesting date and (ii) in the event of his disability or death. Also, the above award to vest in 2021 shall vest on a pro-rata basis in the event of his retirement unless he satisfies various conditions for full vesting, as described in the Issuer's Proxy Statement filed with the SEC on March 15, 2018.

F4: Equivalent shares held in CenterPoint Energy, Inc. Savings Plan.