Sec Form 3 Filing - Curci Brian @ NRG ENERGY, INC. - 2018-03-16

FORM 3 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Curci Brian 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) General Counsel & Corp Sec (Last) (First) (Middle) NRG ENERGY, INC., 804 CARNEGIE CENTER 3. Date of Earliest Transaction (MM/DD/YY) 03/16/2018 (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 40,066 ( 1 ) 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 Relative Performance Stock Units ( 2 ) ( 3 ) ( 4 ) 01/02/2021 01/02/2021 Common Stock, par value $.01 per share 7,610 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Curci Brian NRG ENERGY, INC. 804 CARNEGIE CENTER PRINCETON, NJ08540 General Counsel & Corp Sec Signatures /s/ Brian Curci 03/26/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 16,967 Restricted Stock Units ("RSUs") issued to Mr. Curci by NRG Energy, Inc. under NRG's Long Term Incentive Plan ("LTIP") and 191 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. Curci will receive from NRG the following: (i) 4,236 shares issued on January 4, 2019; (ii) 4,046 shares issued on January 3, 2019; (iii) 4,046 shares issued on January 3, 2020; (iv) 1,546 shares issued on January 2, 2019; (v) 1,546 shares issued on January 2, 2020; and(vi) 1,547 shares issued on January 2, 2021. Each DER will accrue on Mr. Curci's RSUs, Market Stock Units ("MSUs") or Relative Performance Stock Units ("RPSUs") and will become exercisable proportionately with the RSUs, MSUs, or RPSUs 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. Curci was issued 7,610 Relative Performance Stock Units ("RPSUs") by NRG under the LTIP on January 2, 2018. The RPSUs will convert to shares of NRG Common Stock on January 2, 2021 only in the event the Company has achieved a certain level of TSRs relative to the Peer Group (defined below) over a three-year performance period. The number of shares of Common Stock that the Reporting Person may receive is interpolated for TSR falling between Threshold, Target, and Maximum levels as described below. ( 3 )Mr. Curci will receive (i) a maximum of 15,220 shares of Common Stock if the Company's TSR is ranked at or above the 75th percentile relative to a peer group of companies approved by the Company's Compensation Committee (the "Peer Group") for the performance period (the "Maximum"); (ii) 7,610 shares of Common Stock if the Company's TSR is ranked at the 55th percentile relative to the Peer Group for the performance period (the "Target"); provided, however, if TSR is less than negative fifteen percent (-15%), the Company's TSR must be ranked at the 65th percentile relative to the Peer Group for the performance period to receive the Target award; or (iii) 1,903 shares of Common Stock if the Company's TSR is ranked at the 25th percentile relative to the Peer Group for the performance period (the "Threshold"). Mr. Curci will not receive any shares of Common Stock if the Company'ss TSR is below the 25th percentile relative to the Peer Group for the performance period. ( 4 )The Maximum award that the Reporting Person will receive shall not exceed six (6) times the fair market value of the Target award, determined as of the date of grant.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.