1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Non-Qualified Stock Option
|
01/13/2006 |
01/13/2016 |
Common Stock, par value $01 per share
|
208
|
$
71.55
|
D
|
Â
|
Non-Qualified Stock Option
|
02/17/2006 |
02/17/2016 |
Common Stock, par value $.01 per share
|
205
|
$
72.7
|
D
|
Â
|
Non-Qualified Stock Option
|
03/03/2009 |
03/03/2019 |
Common Stock, par value $01 per share
|
2,604
|
$
30.19
|
D
|
Â
|
Non-Qualified Stock Option
|
03/11/2010 |
03/11/2020 |
Common Stock, par value $.01 per share
|
2,947
|
$
38.33
|
D
|
Â
|
Non-Qualified Stock Option
|
02/23/2011 |
02/22/2021 |
Common Stock, par value $.01 per share
|
3,835
|
$
31.34
|
D
|
Â
|
Non-Qualified Stock Option
|
02/27/2012 |
02/26/2022 |
Common Stock, par value $.01 per share
|
6,109
|
$
20.07
|
D
|
Â
|
Market Stock Units
|
01/02/2016 |
01/02/2016 |
Common Stock, par value $01 per share
|
20,200
|
$
(2)
(3)
|
D
|
Â
|
Market Stock Units
|
01/02/2017 |
01/02/2017 |
Common Stock, par value $.01 per share
|
21,036
|
$
(4)
(5)
|
D
|
Â
|
Market Stock Units
|
01/02/2018 |
01/02/2018 |
Common Stock, par value $.01 per share
|
22,104
|
$
(6)
(7)
|
D
|
Â
|
* |
If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** |
Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
Includes 17,773 Restricted Stock Units ("RSUs") issued to Mr. Chillemi by NRG Energy, Inc. under NRG's Long Term Incentive Plan ("LTIP") and 2,320 dividend equivalent rights ("DERs"). Each RSU is equivalent in value to one share of NRG's Common Stock, par value $.01. Upon vesting of the RSUs, Mr. Chillemi will receive from NRG the following: 6,000 shares issued on January 2, 2016; (ii) 5,773 shares issued on January 2, 2017; (iii) 6,000 shares issued on January 2, 2018. Each DER will accrue on Mr. Chillemi's RSUs or MSUs and will become exercisable proportionately with the RSUs or MSUs to which they relate and can only be settled in NRG common stock. Each DER is the economic equivalent to one share of NRG common stock. |
(2) |
Mr. Chillemi was issued 10,100 Market Stock Units ("MSUs") by NRG under the LTIP on January 2, 2013. The MSUs will convert to shares of NRG Common Stock on January 2, 2016 only in the event the Company has achieved a certain level of total shareholder return ("TSR"). TSR will consist of the average of the closing price of NRG's Common Stock on January 2, 2016 and the nineteen preceding trading days and any dividends paid since the grant date as determined by the Compensation Committee. |
(3) |
Mr. Chillemi will receive a maximum of 20,200 shares of Common Stock if the Company has achieved a 100% increase in TSR since the grant date (the "Maximum"); 10,100 shares of Common Stock if there is no change in TSR since the grant date (the "Target"), or 5,050 shares of Common Stock if there is a 50% decrease in TSR since the grant date (the "Threshold"). Mr. Chillemi will not receive any shares of Common Stock if TSR has decreased by more than 50% since the grant date. The number of shares of Common Stock that Mr. Chillemi may receive is interpolated for TSR falling between Threshold, Target, and Maximum levels. |
(4) |
Mr. Chillemi was issued 10,518 Market Stock Units ("MSUs") by NRG under the LTIP on January 2, 2014. The MSUs will convert to shares of NRG Common Stock on January 2, 2017 only in the event the Company has achieved a certain level of total shareholder return ("TSR"). TSR will consist of the average of the closing price of NRG's Common Stock on January 2, 2017 and the nineteen preceding trading days and any dividends paid since the grant date as determined by the Compensation Committee. |
(5) |
Mr. Chillemi will receive a maximum of 21,036 shares of Common Stock if the Company has achieved a 100% increase in TSR since the grant date (the "Maximum"); 10,518 shares of Common Stock if there is no change in TSR since the grant date (the "Target"), or 7,889 shares of Common Stock if there is a 25% decrease in TSR since the grant date (the "Threshold"). Mr. Chillemi will not receive any shares of Common Stock if TSR has decreased by more than 25% since the grant date. The number of shares of Common Stock that Mr. Chillemi may receive is interpolated for TSR falling between Threshold, Target, and Maximum levels. |
(6) |
Mr. Chillemi was issued 11,052 Market Stock Units ("MSUs") by NRG under the LTIP on January 2, 2015. The MSUs will convert to shares of NRG Common Stock on January 2, 2018 only in the event the Company has achieved a certain level of total shareholder return ("TSR"). TSR will consist of the average of the closing price of NRG's Common Stock on January 2, 2018 and the nineteen preceding trading days and any dividends paid since the grant date as determined by the Compensation Committee. |
(7) |
Mr. Chillemi will receive a maximum of 22,104 shares of Common Stock if the Company has achieved a 100% increase in TSR since the grant date (the "Maximum"); 11,052 shares of Common Stock if there is no change in TSR since the grant date (the "Target"), or 8,289 shares of Common Stock if there is a 25% decrease in TSR since the grant date (the "Threshold"). Mr. Chillemi will not receive any shares of Common Stock if TSR has decreased by more than 25% since the grant date. The number of shares of Common Stock that Mr. Chillemi may receive is interpolated for TSR falling between Threshold, Target, and Maximum levels. |