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: MULLER EDWARD R (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	291095	—	Acquired	291095	Direct
2012-12-14	Common Stock, par value $.01 per share	A	5000	—	Acquired	296095	Direct
2012-12-14	Common Stock, par value $.01 per share	A	138128	—	Acquired	434223	Direct
2012-12-14	Common Stock, par value $.01 per share	A	144773	—	Acquired	144773	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-14	Stock Option (right to buy)	$71.55	A	139908	Acquired	2016-01-13	Common Stock, par value $.01 per share (139908)	Direct
2012-12-14	Stock Option (right to buy)	$72.70	A	137619	Acquired	2016-02-17	Common Stock, par value $.01 per share (137619)	Direct
2012-12-14	Stock Option (right to buy)	$107.41	A	45071	Acquired	2013-03-07	Common Stock, par value $.01 per share (45071)	Direct
2012-12-14	Stock Options (right to buy)	$30.19	A	76420	Acquired	2019-03-03	Common Stock, par value $.01 per share (76420)	Direct
2012-12-14	Stock Option (right to buy)	$38.33	A	69491	Acquired	2020-03-11	Common Stock, par value $.01 per share (69491)	Direct
2012-12-14	Stock Option (right to buy)	$31.34	A	90548	Acquired	2021-02-22	Common Stock, par value $.01 per share (90548)	Direct
2012-12-14	Stock Option (right to buy)	$20.70	A	141885	Acquired	2022-02-26	Common Stock, par value $.01 per share (141885)	Direct

Footnotes

F1: Received in exchange for 2,393,913 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. (the "Merger").

F2: Represents Deferred Stock Units issued to Mr. Muller 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. Muller 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.

F4: Represents time-based restricted stock awards that will vest on January 4, 2013.

F5: Received in the Merger in exchange for 1,135,933 shares of time-based restricted stock of GenOn Energy, Inc.

F6: Received in exchange for 1,190,573 shares of GenOn Energy, Inc. common stock in connection with the Merger.

F7: Received in the Merger in exchange for a stock option to acquire 1,150,567 shares of GenOn Energy,Inc. common stock for $8.70 per share.

F8: Received in the Merger in exchange for a stock option to acquire 1,131,737 shares of GenOn Energy,Inc. common stock for $8.84 per share.

F9: Received in the Merger in exchange for a stock option to acquire 370,653 shares of GenOn Energy,Inc. common stock for $13.06 per share.

F10: Received in the Merger in exchange for a stock option to acquire 628,459 shares of GenOn Energy,Inc. common stock for $3.67 per share.

F11: Received in the Merger in exchange for a stock option to acquire 571,473 shares of GenOn Energy,Inc. common stock for $4.66 per share.

F12: Received in the Merger in exchange for a stock option to acquire 744,641 shares of GenOn Energy,Inc. common stock for $3.81 per share.

F13: Received in the Merger in exchange for a stock option to acquire 1,166,823 shares of GenOn Energy, Inc. common stock for $2.44 per share.