Sec Form 4 Filing - NRG ENERGY, INC. @ NRG Yield, Inc. - 2018-08-31

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 NRG ENERGY, INC. 2. Issuer Name and Ticker or Trading Symbol NRG Yield, Inc. [ NYLD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O NRG YIELD, INC., 211 CARNEGIE CENTER 3. Date of Earliest Transaction (MM/DD/YY) 08/31/2018 (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

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 Class B Units of NRG Yield LLC ( 1 ) 08/31/2018 J( 2 ) 42,738,750 ( 1 ) ( 1 ) Class A Common Stock 42,738,750 ( 2 ) 0 D Class D Units of NRG Yield LLC ( 1 ) 08/31/2018 J( 2 ) 42,738,750 ( 1 ) ( 1 ) Class C Common Stock 42,738,750 ( 2 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other NRG ENERGY, INC. C/O NRG YIELD, INC. 211 CARNEGIE CENTER PRINCETON, NJ08540 X Signatures /s/ Brian Curci, Authorized Representative 08/31/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to an amended and restated exchange agreement, dated May 14, 2015 (the "Exchange Agreement"), the Class B Units of NRG Yield LLC ("Class B Units") are exchangeable at any time for shares of Class A Common Stock of the Issuer ("Class A Common Stock"), and the Class D Units of NRG Yield LLC ("Class D Units") are exchangeable at any time for shares of Class C Common Stock of the Issuer ("Class C Common Stock"), in each case on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications. Pursuant to the Exchange Agreement, as Class B Units are exchanged for shares of Class A Common Stock and as Class D Units are exchanged for shares of Class C Common Stock, an equivalent number of shares of Class B Common Stock of the Issuer ("Class B Common Stock") and shares of Class D Common Stock of the Issuer ("Class D Common Stock"), respectively, will automatically be cancelled. ( 2 )On August 31, 2018, NRG Repowering Holdings LLC, a wholly owned subsidiary of the Reporting Person (together with the Reporting Person, the "NRG Parties"), sold 100% of the outstanding membership interests of Zephyr Renewables LLC (the "Company"), pursuant to a purchase and sale agreement, dated February 6, 2018, for total consideration of approximately $1,347,000,000. At the time of sale, the Company owned (i) 100% of the Class B Common Stock and 100% of the Class D Common Stock and (ii) 100% of the Class B Units and 100% of the Class D Units.

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