NRG ENERGY, INC. — Director's Dealing 2011

Mar 30, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NRG ENERGY, INC. (NRG)
CIK: 0001013871
Period of Report: 2011-03-29

Reporting Person: SCHADE CHRISTIAN S (Exec VP & Chief Financial Ofc)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-29	Common Stock, par value $.01 per share	F	4884	$21.60	Disposed	34916	Direct

Footnotes

F1: On March 29, 2010, Mr. Schade was issued 22,800 Restricted Stock Units ("RSUs") 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 March 29, 2011, 14,600 of the RSUs vested. Pursuant to the LTIP, Mr. Schade elected to satisfy his tax witholding obligation upon the exchange of common stock for RSUs by surrendering a number of shares of common stock having a value on the date of the exchange equal to the tax witholding obligation. This form is being filed to reflect the surrender of 4,884 shares of common stock to satisfy the grantee's tax witholding obligation.