NRG ENERGY, INC. — Director's Dealing 2012

Jan 4, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NRG ENERGY, INC. (NRG)
CIK: 0001013871
Period of Report: 2012-01-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-02	Common Stock, par value $.01 per share	F	1628	—	Disposed	104995	Direct

Footnotes

F1: On January 2, 2009, Mr. Gutierrez was issued 4,300 Restricted Stock Units ("RSUs") by NRG Energy, Inc. under NRG Energy Inc.'s Long Term Incentive Plan ("LTIP"). Each RSU is equivalent in value to one share of NRG's Common Stock, par value $0.01. On January 2, 2012, the RSUs vested. Pursuant to the LTIP, Mr. Gutierrez elected to satisfy his tax withholding obligation upon the exchange of common stock for RSUs having a value on the date of the exchange equal to the withholding obligation. This form is being filed to reflect the surrender of 1,628 shares of common stock to satisfy the grantee's tax withholding obligation.