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: DALLAS TERRY G (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	12258	—	Acquired	12258	Direct
2012-12-14	Common Stock, par value $.01 per share	A	6049	—	Acquired	18307	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-14	Stock Option (right to buy)	$71.55	A	1748	Acquired	2016-01-13	Common Stock, par value $.01 per share (1748)	Direct
2012-12-14	Stock Option (right to buy)	$70.73	A	1768	Acquired	2016-05-10	Common Stock, par value $.01 per share (1768)	Direct

Footnotes

F1: Received in exchange for 100,854 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. Dallas 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. Dallas 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: Received in the Merger in exchange for a stock option to acquire 14,381 shares of GenOn Energy,Inc. common stock for $8.70 per share.

F5: Received in the Merger in exchange for a stock option to acquire 14,540 shares of GenOn Energy,Inc. common stock for $8.60 per share.