NRG ENERGY, INC. — Director's Dealing 2016

Jun 3, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NRG ENERGY, INC. (NRG)
CIK: 0001013871
Period of Report: 2016-06-01

Reporting Person: Abraham Spencer (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-06-01	Common Stock, par value, $.01 per share	A	7419	—	Acquired	31398	Direct

Footnotes

F1: Represents 7,419 Deferred Stock Units issued to the Reporting Person by NRG Energy, Inc. under NRG Energy, Inc.'s Amended and Restated Long-Term Incentive Plan.

F2: Each Deferred Stock Unit is equivalent in value to one share of NRG Energy, Inc.'s Common Stock, par value $.01 per share. The Reporting Person 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.

F3: Includes 956 dividend equivalent rights (DERs).