NRG ENERGY, INC. — Director's Dealing 2010

Jul 28, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NRG ENERGY, INC. (NRG)
CIK: 0001013871
Period of Report: 2010-07-26

Reporting Person: Gutierrez Mauricio (Exec VP & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-07-26	Common Stock, par value .01 per share	F	937	$23.26	Disposed	23223	Direct

Footnotes

F1: On July 26, 2007, Mr. Gutierrez was issued 2,800 Restricted Stock Units ("RSU's") by NRG Energy, Inc. under NRG Energy, Inc.'s Long Term Incentive Plan (the "LTIP"). Each RSU is equivalent in value to one share of NRG's Common Stock, par value $0.01. On July 26, 2010, the RSUs vested. Pursuant to the LTIP, Mr. Gutierrez elected to satisfy his tax withholding obligation upon the exchange of common stock for RSU's by surrendering a number of shares of common stock having a value on the date of the exchange equal to the tax withholding obligation. This form is being filed to reflect the surrender of 937 shares of common stock to satisfy the grantee's tax withholding obligation.