Sec Form 4 Filing - Baliff Jonathan @ NRG ENERGY, INC. - 2010-01-04

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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
Baliff Jonathan
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)
Executive VP, Strategy
(Last) (First) (Middle)
NRG ENERGY, INC., 211 CARNEGIE CENTER
3. Date of Earliest Transaction (MM/DD/YY)
01/04/2010
(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 01/04/2010 A 8,400 ( 1 ) A 23,007 ( 3 ) 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 $ 23.87 01/04/2010 A 18,800 01/04/2010( 4 ) 01/04/2020( 5 ) Common Stock, par value $.01 per share 18,800 $ 0 18,800 D
Performance Units ( 6 ) 01/04/2010 A 8,700 01/04/2013( 6 ) 01/04/2013 Common Stock, par value $.01 per share 17,400 $ 0 8,700 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Baliff Jonathan
NRG ENERGY, INC.
211 CARNEGIE CENTER
PRINCETON, NJ08540
Executive VP, Strategy
Signatures
/s/ Jonathan Baliff 01/06/2010
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents Restricted Stock Units issued to Mr. Baliff 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. Baliff will receive from NRG Energy, Inc. one such share of Common Stock for each Restricted Stock Unit on January 4, 2013.
( 3 )Includes 49 shares acquired under NRG Energy, Inc.'s Employee Stock Purchase Plan on December 31, 2009.
( 4 )Pursuant to the Grant Agreement by and between NRG Energy, Inc. and Mr. Baliff, the Stock Options will vest and become exercisable as follows: 33 1/3% on January 4, 2011; 33 1/3% on January 4, 2012; and, 33 1/3% on January 4, 2013.
( 5 )Stock Options expire ten years from the date of grant.
( 6 )Mr. Baliff was issued 8,700 Performance Units by NRG Energy, Inc. under NRG Energy, Inc.'s Long Term Incentive Plan on January 4, 2010. Each Performance Unit will be paid out on January 4, 2013 if the average of the closing price of NRG's Common Stock on January 4, 2013 and the nineteen preceeding tracking days (the "Measurement Price") is equal to or greater than $31.97 (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 $34.69 (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 $40.57 (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.

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