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: CRANE DAVID W (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-02	Common Stock, par value $.01 per share	F	10834	—	Disposed	478073	Direct

Footnotes

F1: On January 2, 2009, Mr. Crane was issued 31,600 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. Crane 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 10,834 shares of common stock to satisfy the grantee's tax withholding obligation.

F2: Includes 957 shares acquired under NRG Energy, Inc.s Employee Stock Purchase Plan since the Reporting Person's last filing.