Edgar Filing: NRG ENERGY, INC.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Gutierrez Mauricio

2. Issuer Name and Ticker or Trading Symbol
NRG ENERGY, INC. [NRG]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President & Chief Exec Officer

(Last)

(First)

(Middle)

NRG ENERGY, INC., 804 CARNEGIE CENTER

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2012

(Street)

PRINCETON, NJ 08540

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value, $.01 per share	08/15/2012		P⁽¹⁾		29	A	$ 20.92	316,371	D
Common Stock, par value, $.01 per share	08/31/2012		P⁽¹⁾		39	A	$ 20.72	316,410	D
Common Stock, par value, $.01 per share	11/15/2012		P⁽¹⁾		30	A	$ 19.7	316,440	D
Common Stock, par value, $.01 per share	11/15/2012		P⁽¹⁾		42	A	$ 19.55	316,482	D
Common Stock, par value, $.01 per share	02/15/2013		P⁽¹⁾		45	A	$ 24.02	316,527	D
Common Stock, par value, $.01 per share	02/15/2013		P⁽¹⁾		34	A	$ 24.13	316,561	D
Common Stock, par value, $.01 per share	05/15/2013		P⁽¹⁾		40	A	$ 27.55	316,601	D
Common Stock, par value, $.01 per share	05/15/2013		P⁽¹⁾		52	A	$ 27.82	316,653	D
Common Stock, par value, $.01 per share	08/15/2013		P⁽¹⁾		55	A	$ 26.27	316,708	D
Common Stock, par value, $.01 per share	08/15/2013		P⁽¹⁾		43	A	$ 25.92	316,751	D
Common Stock, par value, $.01 per share	11/15/2013		P⁽¹⁾		54	A	$ 26.98	316,805	D
Common Stock, par value, $.01 per share	11/15/2013		P⁽¹⁾		41	A	$ 27.11	316,846	D
Common Stock, par value, $.01 per share	02/14/2014		P⁽¹⁾		40	A	$ 28.51	316,886	D
Common Stock, par value, $.01 per share	02/18/2014		P⁽¹⁾		153	A	$ 28.88	317,039	D
Common Stock, par value, $.01 per share	05/15/2014		P⁽¹⁾		40	A	$ 33.89	317,079	D
Common Stock, par value, $.01 per share	05/15/2014		P⁽¹⁾		154	A	$ 33.58	317,233	D
Common Stock, par value, $.01 per share	11/18/2014		P⁽¹⁾		122	A	$ 31.91	317,355	D
Common Stock, par value, $.01 per share	02/18/2015		P⁽¹⁾		381	A	$ 25.6091	317,736	D
Common Stock, par value, $.01 per share	05/18/2015		P⁽¹⁾		380	A	$ 25.8765	318,116	D
Common Stock, par value, $.01 per share	08/18/2015		P⁽¹⁾		471	A	$ 20.9876	318,587	D
Common Stock, par value, $.01 per share	11/17/2015		P⁽¹⁾		796	A	$ 12.5054	319,383	D
Common Stock, par value, $.01 per share	02/17/2016		P⁽¹⁾		993	A	$ 10.1407	320,376	D
Common Stock, par value, $.01 per share	05/17/2016		P⁽¹⁾		132	A	$ 15.831	320,508	D
Common Stock, par value, $.01 per share	08/16/2016		P⁽¹⁾		166	A	$ 12.6894	320,674	D
Common Stock, par value, $.01 per share	01/02/2017		F		5,813	D	⁽²⁾	313,608 ⁽³⁾ ⁽⁴⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Market Stock Units

⁽⁵⁾

01/02/2017

26,263

01/02/2017

Common Stock, par value, $.01 per share

52,526

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Gutierrez Mauricio NRG ENERGY, INC. 804 CARNEGIE CENTER PRINCETON, NJ 08540	X		President & Chief Exec Officer

Signatures

/s/ Brian Curci, by Power of Attorney		01/04/2017
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	All the purchases were pursuant to dividend reinvestment feature in a brokerage account that has been suspended.
(2)	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.
(3)	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.
(4)	Includes 539 shares acquired under NRG Energy, Inc.'s Employee Stock Purchase Plan since the Reporting Person's last filing.
(5)	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.

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