Sec Form 4 Filing - Gaudette Robert J @ NRG ENERGY, INC. - 2020-01-02

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 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) 01/02/2020 (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 01/02/2020 A 5,425 ( 1 ) A $ 0 ( 2 ) 77,334 D Common Stock, par value $.01 per share 01/02/2020 F 695 D 76,639 ( 4 ) D Common Stock, par value $.01 per share 01/02/2020 F 458 D 76,181 ( 6 ) D Common Stock, par value $.01 per share 01/02/2020 S 9,532 D $ 39.47 ( 7 ) 66,649 D Common Stock, par value $.01 per share 01/02/2020 S 3,840 D $ 39.77 ( 8 ) 62,809 D Common Stock, par value $.01 per share 01/03/2020 M 50,008 A 112,817 D Common Stock, par value $.01 per share 01/03/2020 M 654 A 113,471 D Common Stock, par value $.01 per share 01/03/2020 F 17,471 D 96,000 D Common Stock, par value $.01 per share 01/03/2020 F 1,309 D 94,691 ( 15 ) D Common Stock, par value $.01 per share 01/03/2020 S 2,992 D $ 38.57 ( 16 ) 91,699 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 ( 9 ) 01/02/2020 A 9,372 01/02/2023 01/02/2023 Common Stock, par value $.01 per share 18,744 ( 10 ) ( 11 ) $ 0 9,372 D Employee Stock Option (right to buy) $ 39.77 01/02/2020 M 3,840 03/11/2010 03/11/2020 Common Stock, par value $.01 per share 3,840 $ 0 0 D Relative Performance Stock Units ( 12 ) 01/03/2020 M 50,008 01/03/2020 01/03/2020 Common Stock, par value $.01 per share 25,004 $ 0 0 D Dividend Equivalent Rights ( 17 ) 01/03/2020 M 654 ( 17 ) 01/03/2020 Common Stock, par value $.01 per share 654 ( 17 ) 0 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 01/06/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents Restricted Stock Units issued to the Reporting Person under NRG Energy, Inc.'s Amended and Restated Long-Term Incentive Plan ("LTIP"). ( 2 )Each RSU is equivalent in value to one share of NRG's 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 of the date of grant. ( 3 )On January 2, 2018, the Reporting Person was issued 6,984 Restricted Stock Units ("RSUs") by NRG Energy, Inc. under NRG Energy, Inc.'s Amended and Restated Long Term Incentive Plan. Each RSU is equivalent in value to one share of NRG's Common Stock, par value $.01. On January 2, 2020, 2,326 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 695 shares of common stock to satisfy the grantee's tax withholding obligation. ( 4 )In connection with the vesting of the RSUs described above, 16 DERs vested, resulting in the Reporting Person holding 271 dividend equivalent rights in the aggregate. Dividend equivalent rights accrue on the Reporting Person's restricted stock units, market stock units or relative performance stock units, which become exercisable proportionately with the restricted stock units, market stock uni ts or relative performance 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. ( 5 )On January 2, 2019, the Reporting Person was issued 5,402 Restricted Stock Units ("RSUs") by NRG Energy, Inc. under NRG Energy, Inc.'s Amended and Restated Long Term Incentive Plan. Each RSU is equivalent in value to one share of NRG's Common Stock, par value $.01. On January 2, 2020, 1,798 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 458 shares of common stock to satisfy the grantee's tax withholding obligation. ( 6 )In connection with the vesting of the RSUs described above, 5 DERs vested, resulting in the Reporting Person holding 266 dividend equivalent rights in the aggregate. Dividend equivalent rights accrue on the Reporting Person's restricted stock units, market stock units or relative performance stock units, which become exercisable proportionately with the restricted stock units, market stock units or relative performance 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. ( 7 )This transaction was executed in multiple trades at prices ranging from $39.26 to $39.83. The price reported reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 11, 2019. ( 8 )This transaction was executed in multiple trades at prices ranging from $39.65 to $39.87. The price reported reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 11, 2019. ( 9 )The Reporting Person was issued 9,372 Relative Performance Stock Units ("RPSUs") by NRG Energy, Inc. under the LTIP on January 2, 2020. The RPSUs will convert to shares of NRG Common Stock on January 2, 2023 only in the event the Company has achieved a certain level of total shareholder return ("TSR") 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. ( 10 )Reporting Person will receive(i) a maximum of 18,744 shares of Common Stock if 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) 9,372 shares of Common Stock if 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) 2,343 shares of Common Stock if Company's TSR is ranked at the 25th percentile relative to the Peer Group for the performance period (the "Threshold"). The Reporting Person will not receive any shares of Common Stock if Company's TSR is below the 25th percentile relative to the Peer Group for the performance period. ( 11 )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. ( 12 )The Reporting Person was issued 50,008 RPSUs by NRG under the LTIP on January 3, 2017 that vested on January 3, 2020. On the vesting date the Reporting Person was entitled to receive a maximum of 50,008 shares of Common Stock if the company achieved 100% increase in total shareholder return since the grant date (the "Maximum"), 25,004 shares of Common Stock if there is no change in total shareholder return since the grant date (the "Target") or 6,251 shares of Common Stock if there is a 25% decrease in total shareholder return since the grant date (the "Threshold"). The Reporting Person would not have received any shares of Common Stock if total shareholder return had decreased by more than 25% since the grant date. The number of shares that the Reporting Person could have received in interpolated for total shareholder return fall between Threshold, Target and Maximum levels. On January 3, 2020 the reporting person vested in 50,008 shares ( 13 )The Reporting Person elected to satisfy their tax withholding obligation upon the exchange of common stock for RPSUs having a value on the date of the exchange equal to the withholding obligation. This form reflects the surrender of 17,471 shares of common stock to satisfy the grantee's tax withholding obligation. ( 14 )On January 3, 2017, the Reporting Person was issued 15,963 Restricted Stock Units ("RSUs") by NRG Energy, Inc. under NRG Energy, Inc.'s Amended and Restated Long Term Incentive Plan. Each RSU is equivalent in value to one share of NRG's Common Stock, par value $.01. On January 3, 2020, 5,321 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 1,309 shares of common stock to satisfy the grantee's tax withholding obligation. ( 15 )In connection with the vesting of the RSUs described above, 69 DERs vested, resulting in the Reporting Person holding 197 dividend equivalent rights in the aggregate. Dividend equivalent rights accrue on the Reporting Person's restricted stock units, market stock units or relative performance stock units, which become exercisable proportionately with the restricted stock units, market stock units or relative performance 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. ( 16 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 11, 2019. ( 17 )In connection with the vesting of the RPSUs described above, an incremental 654 DERs vested. Dividend equivalent rights accrue on the Reporting Person's restricted stock units, market stock units or relative performance stock units, which become exercisable proportionately with the restricted stock units, market stock units or relative performance 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.

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