Sec Form 3 Filing - Gaudette Robert J @ NRG ENERGY, INC. - 2018-12-06

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

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1. Name and Address of Reporting Person Gaudette Robert J 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) Senior VP, Business Solutions (Last) (First) (Middle) NRG ENERGY, INC., 804 CARNEGIE CENTER 3. Date of Earliest Transaction (MM/DD/YY) 12/06/2018 (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 68,918 ( 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 Non-Qualified Stock Option $ 38.33 12/03/2010 03/11/2020 Common Stock, par value $.01 per share 3,840 D Non-Qualified Stock Option $ 31.34 12/14/2012 02/22/2021 Commmon Stock, par value $.01 per share 11,197 D Market Stock Units ( 2 ) ( 3 ) 01/04/2019 01/04/2019 Common Stock, par value $.01 per share 20,570 D Relative Performance Stock Units ( 4 ) ( 5 ) 01/03/2020 01/03/2020 Common Stock, par value $.01 per share 25,004 D Relative Performance Stock Units ( 6 ) ( 7 ) 01/21/2021 01/21/2021 Common Stock, par value $.01 per share 11,456 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gaudette Robert J NRG ENERGY, INC. 804 CARNEGIE CENTER PRINCETON, NJ08540 Senior VP, Business Solutions Signatures /s/ Christine Zoino, by Power of Attorney 12/17/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 57,093 Restricted Stock Units ("RSUs") issued to Mr. Gaudette by NRG Energy, Inc. under NRG's Long Term Incentive Plan ("LTIP") including 789 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. Gaudette will receive from NRG the following: (i) 2,325 shares issued on January 2, 2019; (ii) 2,326 shares issued on January 2, 2020; (iii) 2,333 shares issued on January 2, 2021; (iv) 5,305 shares issued on January 3, 2019; (v) 5,321 shares issued on January 3, 2020; (vi) 12,935 shares issued on January 4, 2019; (vii) 12,860 shares issued on January 6, 2019; and (viii) 12,899 shares issued on January 6, 2020. Each DER will accrue on Mr. Gaudette's RSUs and will become exercisable proportionately with the RSUs 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. Gaudette was issued 20,570 MSUs by NRG under the LTIP on January 4, 2016. The MSUs will convert to shares of NRG Common Stock on January 4, 2019 only in the event the Company has achieved a certain level of TSR. TSR will consist of the average of the closing price of NRG's Common Stock on January 2, 2018 the nineteen preceding trading days and any dividends paid since the grant date as determined by the Compensation Committee. ( 3 )Mr. Gaudette will receive a maximum of 41,140 shares of Common Stock if the Company has achieved a 100% increase in TSR since the grant date (the "Maximum"); 20,570 shares of Common Stock if there is no change in TSR since the grant date (the "Target"), or 15,427 shares of Common Stock if there is a 25% decrease in TSR since the grant date (the "Threshold"). Mr. Gaudette 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. Gaudette may receive is interpolated for TSR falling between Threshold, Target, and Maximum levels. ( 4 )Mr. Gaudette was issued 25,004 RPSUs by NRG under the LTIP on January 3, 2017. The RPSUs will convert to shares of NRG Common Stock on January 3, 2020 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. ( 5 )Mr. Gaudette will receive (i) a maximum of 50,008 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) 25,004 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) 6,251 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. Gaudette will not receive any shares of Common Stock if the Company's TSR is below the 25th percentile relative to the Peer Group for the performance period. ( 6 )Mr. Gaudette was issued 11,456 RPSUs by NRG under the LTIP on January 3, 2017. The RPSUs will convert to shares of NRG Common Stock on January 3, 2020 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. ( 7 )Mr. Gaudette will receive (i) a maximum of 22,912 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) 11,456 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) 2,864 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. Gaudette will not receive any shares of Common Stock if the Company's TSR is below the 25th percentile relative to the Peer Group for the performance period.

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