Sec Form 4 Filing - Liebelson Michael S @ NRG ENERGY, INC. - 2009-01-02

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 Liebelson Michael S 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) EVP-Chf Dev Ofc Lo-Carbon Tech (Last) (First) (Middle) NRG ENERGY, INC., 211 CARNEGIE CENTER 3. Date of Earliest Transaction (MM/DD/YY) 01/02/2009 (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 01/02/2009 A 4,100 ( 1 ) A 37,900 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 Options $ 23.64 01/02/2009 A 33,300 01/02/2010( 3 ) 01/02/2015( 4 ) Common Stock, par value $.01 per share 33,300 $ 0 33,300 D Performance Units ( 5 ) 01/02/2009 A 16,000 01/02/2012( 5 ) 01/02/2012 Common Stock, $.01 per share 16,000 $ 0 16,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Liebelson Michael S NRG ENERGY, INC. 211 CARNEGIE CENTER PRINCETON, NJ08540 EVP-Chf Dev Ofc Lo-Carbon Tech Signatures /s/ Brian Curci, under Power of Attorney 01/06/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents Restricted Stock Units issued to Mr. Liebelson by NRG Energy, Inc. under NRG Energy, Inc.'s Long Term Incentive Plan. ( 2 )Each Restricted Stock Unit is equivalent in value to one share of NRG Energy, Inc.'s Common Stock, par value $0.01. Mr. Liebelson will receive from NRG Energy, Inc. one such share of Common Stock for each Restricted Stock Unit on January 2, 2012. ( 3 )Pursuant to the Grant Agreement by and between NRG Energy, Inc. and Mr.Liebelson, the Stock Options will vest and become exercisable as follows: 33 1/3% on January 2, 2010, 33 1/3% on January 2, 2011 and 33 1/3% on January 2, 2012. ( 4 )Stock Options expire six years from the date of grant. ( 5 )Mr. Liebelson was issued 8,000 Performance Units by NRG Energy, Inc. under NRG Energy, Inc.'s Long Term Incentive Plan on January 2, 2009. Each Performance Unit will be paid out on January 2, 2012 if the closing price of NRG's Common Stock January 2, 2012 (the "Measurement Price") is equal to or greater than $30.61 (the "Threshold Price"). The payout for each PU will be equal to a pro-rated amount in between one-half and one share of common stock if the Measurement Price equals or exceeds the Threshold Price but less than $33.21 (the "Target Price"). The payout for each PU will be equal to a pro-rated amount in between one and two shares of common stock if the Measurement Price is equal to the Target Price but less than $38.84 (the "Maximum Price"). The payout for each PU will be equal to two shares of common stock if the Measurement Price is equal to or greater than the Maximum Price.

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).

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