SEC Form 4
| FORM 4 | 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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol NRG ENERGY, INC. [ NRG ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 01/02/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 01/02/2021 | M | 14,435 | A | $0(1) | 67,968 | D | |||
| Common Stock, par value $.01 per share | 01/02/2021 | A | 5,774(2) | A | $0(3) | 73,742 | D | |||
| Common Stock, par value $.01 per share | 01/02/2021 | M | 623 | A | $0.0000(4) | 74,365 | D | |||
| Common Stock, par value $.01 per share | 01/02/2021 | F | 447 | D | $0.0000(5) | 73,918(6) | D | |||
| Common Stock, par value $.01 per share | 01/02/2021 | F | 523 | D | $0.0000(7) | 73,395(8) | D | |||
| Common Stock, par value $.01 per share | 01/02/2021 | F | 721 | D | $0.0000(9) | 72,674(10) | D | |||
| Common Stock, par value $.01 per share | 01/02/2021 | F | 3,666 | D | $0.0000(11) | 69,008 | D | |||
| Common Stock, par value $.01 per share | 01/04/2021 | M | 11,197 | A | $31.34 | 80,205 | D | |||
| Common Stock, par value $.01 per share | 01/04/2021 | S | 11,197 | D | $36.91(12) | 69,008 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
| Dividend Equivalent Rights | $0.0000(4) | 01/02/2021 | M | 623 | 01/02/2021 | 01/02/2021 | Common Stock, par value $.01 per share | 623 | $0.0000 | 0.0000 | D | ||||
| Relative Performance Stock Units | (13) | 01/02/2021 | M | 14,435 | 01/02/2021 | 01/02/2021 | Common Stock, par value $.01 per share | 14,435 | $0.0000 | 0.0000 | D | ||||
| Relative Performance Stock Units | (14) | 01/02/2021 | A | 8,895 | 01/02/2024 | 01/02/2024 | Common Stock, par value $.01 per share | 8,895 | $0.0000 | 8,895 | D | ||||
| Employee Stock Option (right to buy) | $31.34 | 01/04/2021 | M | 11,197 | 02/23/2011 | 02/22/2021 | Common Stock, par value $.01 per share | 11,197 | $0.0000 | 0.0000 | D | ||||
| Explanation of Responses: |
| 1. The Reporting Person was issued 11,456 RPSUs by NRG under the LTIP on January 2, 2018 that vested on January 2, 2021. On the vesting date the Reporting Person was entitled to receive a maximum of 22,912 shares of Common Stock if the company achieved 100% increase in total shareholder return since the grant date (the "Maximum"), 11,456 shares of Common Stock if there is no change in total shareholder return since the grant date (the "Target") or 2,864 shares of Common Stock if there is a 25% decrease in total shareholder return since the grant date (the "Threshold"). The Reporting Person wouldnot 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 2, 2021 the reporting person vested in 14,435 shares. |
| 2. Represents Restricted Stock Units issued to the Reporting Person under NRG Energy, Inc.'s Amended and Restated Long-Term Incentive Plan ("LTIP"). |
| 3. 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. |
| 4. In connection with the vesting of the RPSUs described above, an incremental 623 DERs vested. Dividend equivalent rights accrue on the Reporting Person's restricted stock units or relative performance stock units, which become exercisable proportionately with the restricted 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. |
| 5. On January 2, 2020, the Reporting Person was issued 5,425 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, 2021 1,806 shares vested. The Reporting Person elected to satisfy their tax obligation upon the exchange of common stock for RSUs having avalue on the date of the exchange equal to the withholding obligation. This form reflects the surrender of 447 shares of common stock to satisfy the grantee's tax withholding obligation. |
| 6. In connection with the vesting of the RSUs described above, 65 DERs vested, resulting in the Reporting Person holding 202 dividend equivalent rights in the aggregate. Dividend equivalent rights accrue on the Reporting Person's restricted stock units or relative performance stock units, which become exercisable proportionately with the restricted stock units or relative performance stock units. |
| 7. 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, 2021 1,799 shares vested. The Reporting Person elected to satisfy their tax obligation upon the exchange of common stock for RSUs having avalue on the date of the exchange equal to the withholding obligation. This form reflects the surrender of 523 shares of common stock to satisfy the grantee's tax withholding obligation. |
| 8. In connection with the vesting of the RSUs described above, 70 DERs vested, resulting in the Reporting Person holding 267 dividend equivalent rights in the aggregate. Dividend equivalent rights accrue on theReporting 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. |
| 9. 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, 2021 2,333 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 721 shares of common stock to satisfy the grantee's tax withholding obligation. |
| 10. In connection with the vesting of the RSUs described above, 100 DERs vested, resulting in the Reporting Person holding 337 dividend equivalent rights in the aggregate. Dividend equivalent rights accrue on the Reporting Person's restricted stock units or relative performance stock units, which become exercisable proportionately with the restricted stock units or relative performance stock units. |
| 11. 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. Thisform reflects the surrender of 3,666 shares of common stock to satisfy the grantee's tax withholding obligation |
| 12. This transaction was executed in multiple trades ranging from $36.28 to $37.75. 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. |
| 13. The Reporting Person was issued 11,456 RPSUs by NRG under the LTIP on January 2, 2018 that vested on January 2, 2021. On the vesting date the Reporting Person was entitled to receive a maximum of 22,912 shares of Common Stock if the company achieved 100% increase in total shareholder return since the grant date (the "Maximum"), 11,456 shares of Common Stock if there is no change in total shareholder return since the grant date (the "Target") or 2,864 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 2, 2021 the reporting person vested in 14,435 shares. |
| 14. The Reporting Person was issued 8,895 Relative Performance Stock Units ("RPSUs") by NRG Energy, Inc. under the LTIP on January 2, 2021. The RPSUs will convert to shares of NRG Common Stockon January 2, 2024 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 numberof shares of Common Stock that the Reporting Person may receive is interpolated for TSR falling between Threshold, Target, and Maximum levels as described below. |
| Christine Zoino, by Power of Attorney | 01/06/2021 | |
| ** Signature of Reporting Person | Date | |
| 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). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||