NRG ENERGY, INC. — Director's Dealing 2012

Dec 18, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NRG ENERGY, INC. (NRG)
CIK: 0001013871
Period of Report: 2012-12-14

Reporting Person: Abraham Spencer (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-14	Common Stock, par value $.01 per share	A	6686	—	Acquired	6686	Direct
2012-12-14	Common Stock, par value $.01 per share	A	4131	—	Acquired	10817	Direct

Footnotes

F1: Received in exchange for 54,994 shares of GenOn Energy, Inc. common stock in connection with the merger of Plus Merger Corporation, a wholly owned subsidiary of NRG Energy, Inc., into GenOn Energy, Inc.

F2: Represents Deferred Stock Units issued to Mr. Abraham by NRG Energy, Inc. under NRG Energy, Inc.'s Amended and Restated Long-Term Incentive Plan.

F3: Each Deferred Stock Unit is equivalent in value to one share of NRG Energy, Inc.'s Common Stock, par value $.01 per share. Mr. Abraham will receive from NRG Energy, Inc. one such share of Common Stock for each Deferred Stock Unit he owns upon termination of his service on NRG Energy, Inc.'s Board of Directors.