NRG ENERGY, INC. — Director's Dealing 2012

Jan 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NRG ENERGY, INC. (NRG)
CIK: 0001013871
Period of Report: 2012-01-03

Reporting Person: Gutierrez Mauricio (Exec VP & Chief Operating Ofc)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-03	Common Stock, par value $.01 per share	A	20700	—	Acquired	125695	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-03	Market Stock Units	$	A	34500	Acquired	2015-01-03	Common Stock, par value $.01 per share (69000)	Direct

Footnotes

F1: Represents Restricted Stock Units issued to the Reporting Person under NRG Energy, Inc.'s Long Term Incentive Plan ("LTIP").

F2: Each RSU is equivalent in value to one share of NRG's Common Stock, par value $.01. The Reporting Person will receive from NRG one such share of Common Stock for each RSU on January 3, 2015.

F3: The Reporting Person was issued 34,500 Market Stock Units ("MSUs") by NRG under the LTIP on January 3, 2012. The MSUs will convert to shares of NRG Common Stock on January 3, 2015 only in the event the Company has achieved a certain level of total shareholder return. Total shareholder return will consist of the average of the closing price of NRG's Common Stock on January 3, 2015 and the nineteen preceding trading days and any dividends paid since the grant date as determined by the Compensation Committee.

F4: The Reporting Person will receive a maximum of 69,000 shares of Common Stock if the Company has achieved a 100% increase in total shareholder return since the grant date (the "Maximum"); 34,500 shares of Common Stock if there is no change in total shareholder return since the grant date (the "Target"); or 17,250 shares of Common Stock if there is a 50% decrease in total shareholder return since the grant date (the "Threshold"). The Reporting Person will not receive any shares of Common Stock if total shareholder return has decreased by more than 50% since the grant date. The number of shares of Common Stock that the Reporting Person may receive is interpolated for total shareholder return falling between Threshold, Target, and Maximum levels.