NRG ENERGY, INC. — Director's Dealing 2017

Jan 4, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NRG ENERGY, INC. (NRG)
CIK: 0001013871
Period of Report: 2012-08-15

Reporting Person: Gutierrez Mauricio (Director, President & Chief Exec Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-15	Common Stock, par value, $.01 per share	P	29	$20.92	Acquired	316371	Direct
2012-08-31	Common Stock, par value, $.01 per share	P	39	$20.72	Acquired	316410	Direct
2012-11-15	Common Stock, par value, $.01 per share	P	30	$19.7	Acquired	316440	Direct
2012-11-15	Common Stock, par value, $.01 per share	P	42	$19.55	Acquired	316482	Direct
2013-02-15	Common Stock, par value, $.01 per share	P	45	$24.02	Acquired	316527	Direct
2013-02-15	Common Stock, par value, $.01 per share	P	34	$24.13	Acquired	316561	Direct
2013-05-15	Common Stock, par value, $.01 per share	P	40	$27.55	Acquired	316601	Direct
2013-05-15	Common Stock, par value, $.01 per share	P	52	$27.82	Acquired	316653	Direct
2013-08-15	Common Stock, par value, $.01 per share	P	55	$26.27	Acquired	316708	Direct
2013-08-15	Common Stock, par value, $.01 per share	P	43	$25.92	Acquired	316751	Direct
2013-11-15	Common Stock, par value, $.01 per share	P	54	$26.98	Acquired	316805	Direct
2013-11-15	Common Stock, par value, $.01 per share	P	41	$27.11	Acquired	316846	Direct
2014-02-14	Common Stock, par value, $.01 per share	P	40	$28.51	Acquired	316886	Direct
2014-02-18	Common Stock, par value, $.01 per share	P	153	$28.88	Acquired	317039	Direct
2014-05-15	Common Stock, par value, $.01 per share	P	40	$33.89	Acquired	317079	Direct
2014-05-15	Common Stock, par value, $.01 per share	P	154	$33.58	Acquired	317233	Direct
2014-11-18	Common Stock, par value, $.01 per share	P	122	$31.91	Acquired	317355	Direct
2015-02-18	Common Stock, par value, $.01 per share	P	381	$25.6091	Acquired	317736	Direct
2015-05-18	Common Stock, par value, $.01 per share	P	380	$25.8765	Acquired	318116	Direct
2015-08-18	Common Stock, par value, $.01 per share	P	471	$20.9876	Acquired	318587	Direct
2015-11-17	Common Stock, par value, $.01 per share	P	796	$12.5054	Acquired	319383	Direct
2016-02-17	Common Stock, par value, $.01 per share	P	993	$10.1407	Acquired	320376	Direct
2016-05-17	Common Stock, par value, $.01 per share	P	132	$15.831	Acquired	320508	Direct
2016-08-16	Common Stock, par value, $.01 per share	P	166	$12.6894	Acquired	320674	Direct
2017-01-02	Common Stock, par value, $.01 per share	F	5813	—	Disposed	313608	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-02	Market Stock Units	$	M	26263	Disposed	2017-01-02	Common Stock, par value, $.01 per share (52526)	Direct

Footnotes

F1: All the purchases were pursuant to dividend reinvestment feature in a brokerage account that has been suspended.

F2: On January 2, 2014, Mr. Gutierrez was issued 14,415 Restricted Stock Units ("RSUs") by NRG Energy, Inc. under NRG's Long Term Incentive Plan ("LTIP"). Each RSU is equivalent in value to one share of NRG's Common Stock, par value $.01. On January 2, 2017, 14,415 shares vested. Mr. Gutierrez elected to satisfy his tax 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 5,813 shares of common stock to satisfy the grantee's tax withholding obligation.

F3: Reflects a reduction of 1,818 dividend equivalent rights ("DERs") that were forfeited upon the vesting of the Market Stock Units described in Table II. In addition, 997 DERs converted in NRG common stock in connection with the vesting of the RSUs described above. Following these transactions, the reporting person holds 10,718 DERs in the aggregate. Dividend equivalent rights accrue on the reporting person's restricted stock units or market stock units, which become exercisable proportionately with the restricted stock units or market stock units to which they relate and may only be settled in NRG common stock. Each dividend equivalent right is the economic equivalent of one share of NRG common stock. Reflects a de minimus adjustment to the number of shares of NRG common stock by 26 shares as a result of rounding fractional shares acquired dividend reinvestment feature in a brokerage account that has been suspended.

F4: Includes 539 shares acquired under NRG Energy, Inc.'s Employee Stock Purchase Plan since the Reporting Person's last filing.

F5: Mr. Gutierrez was issued 26,263 Market Stock Units ("MSUs") by NRG under the LTIP on January 2, 2014 that vested on January 2, 2017. On the vesting date, he was entitled to receive a maximum of 52,526 shares of Common Stock if the Company has achieved a 100% increase in total shareholder return since the grant date (the "Maximum"); 26,263 shares of Common Stock if there is no change in total shareholder return since the grant date (the "Target"), or 19,697 shares of Common Stock if there is a 25% decrease in total shareholder return since the grant date (the "Threshold"). The number of shares of Common Stock that Mr. Gutierrez may receive is interpolated for total shareholder return falling between Threshold, Target, and Maximum levels. On January 2, 2017, Mr. Gutierrez did not receive any shares.