NRG ENERGY, INC. — Director's Dealing 2011

May 17, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NRG ENERGY, INC. (NRG)
CIK: 0001013871
Period of Report: 2011-05-16

Reporting Person: Ingoldsby James J (SVP & Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-16	Common Stock, par value .01 per share	M	7000	$19.40	Acquired	38744	Direct
2011-05-16	Common Stock, par value $.01 per share	S	7000	$24.7877	Disposed	31744	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-16	Non-Qualified Stock Options	$19.40	M	7000	Disposed	2011-08-01	Common Stock, par value $.01 per share (7000)	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $24.77 to $24.82. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F2: Pursuant to the Grant Agreement by and between NRG Energy, Inc. and Mr. Ingoldsby, the Non-Qualified Stock Options vested and became exercisable as follows: 33 1/3% on August 1, 2006, 33 1/3% on August 1, 2007 and 33 1/3% on August 1, 2008.