Sec Form 4 Filing - Killinger Elizabeth R @ NRG ENERGY, INC. - 2024-01-02

Insider filing report for Changes in Beneficial Ownership
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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
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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1. Name and Address of Reporting Person
Killinger Elizabeth R
2. Issuer Name and Ticker or Trading Symbol
NRG ENERGY, INC. [ NRG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Exec VP, NRG Home
(Last) (First) (Middle)
804 CARNEGIE CENTER
3. Date of Earliest Transaction (MM/DD/YY)
01/02/2024
(Street)
PRINCETON, NJ08540
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock, par value $.01 per share 01/02/2024 M 27,793 A $ 0 ( 1 ) 145,297 D
Common Stock, par value $.01 per share 01/02/2024 A 13,754 ( 2 ) A $ 0 159,051 D
Common Stock, par value $.01 per share 01/02/2024 M 3,190 A $ 0 ( 3 ) 162,241 D
Common Stock, par value $.01 per share 01/02/2024 F 962 ( 4 ) D $ 51.25 161,279 D
Common Stock, par value $.01 per share 01/02/2024 F 1,060 ( 5 ) D $ 51.25 160,219 D
Common Stock, par value $.01 per share 01/02/2024 F 1,816 ( 6 ) D $ 51.25 158,403 D
Common Stock, par value $.01 per share 01/02/2024 F 11,531 D $ 51.25 146,872 ( 7 ) D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Dividend Equivalent Rights $ 0 01/02/2024 M 3,190 01/02/2024 01/02/2024 Common Stock, par value $.01 per share 3,190 $ 51.25 0 D
Relative Performance Stock Units ( 8 ) 01/02/2024 M 27,793 01/02/2024 01/02/2024 Common Stock, par value $.01 per share 27,793 $ 51.25 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Killinger Elizabeth R
804 CARNEGIE CENTER
PRINCETON, NJ08540
Exec VP, NRG Home
Signatures
Christine Zoino, by Power of Attorney 01/05/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Reporting Person was issued 27793 Relative Performance Stock Units by NRG Energy, Inc. under the Amended and Restated Long-Term Incentive Plan that vested subject to certain performance conditions on January 2, 2024.
( 2 )Represents Restricted Stock Units issued to the Reporting Person under the LTIP. Each RSU is equivalent in value to one share of Common Stock, par value $.01 per share. The Reporting Person will receive from NRG one such share of Common Stock for each RSU that will vest ratably over a three-year period beginning on the first anniversary date of the grant.
( 3 )In connection with the vesting of the RPSUs described above, an incremental 3,190 Dividend Equivalent Rights vested. Each DER is the economic equivalent of one share of Common Stock.
( 4 )On January 2, 2022, the Reporting Person was issued 11,016 RSUs by NRG under the LTIP. On January 2, 2024, 3,668 shares vested. The Reporting Person elected to satisfy their 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 reflects the surrender of 962 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation. In connection with the vesting of the RSUs, 289 DERs vested, resulting in the Reporting Person holding 1,619 DERs in the aggregate.
( 5 )On January 2, 2021, the Reporting Person was issued 9,913 RSUs by NRG under the LTIP. On January 2, 2024, 3,311 shares vested. The Reporting Person elected to satisfy their 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 reflects the surrender of 1,060 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation. In connection with the vesting of the RSUs, 380 DERs vested, resulting in the Reporting Person holding 1,239 DERs in the aggregate.
( 6 )On January 2, 2023, the Reporting Person was issued 21,507 RSUs by NRG under the LTIP. On January 2, 2024, 7,161 shares vested. The Reporting Person elected to satisfy their 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 reflects the surrender of 1,816 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation. In connection with the vesting of the RSUs, 295 DERs vested, resulting in the Reporting Person holding 944 DERs in the aggregate.
( 7 )The Reporting Person elected to satisfy their tax withholding obligation upon the exchange of Common Stock for Relative Performance Stock Units having a value on the date of the exchange equal to the withholding obligation. This form reflects the surrender of 11,531 shares of Common Stock to satisfy their tax withholding obligation.
( 8 )Conversion price is not applicable.

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