Form 4 - Statement of changes in beneficial ownership of securities

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Curci Brian

(Last)

(First)

(Middle)

804 CARNEGIE CENTER

(Street)

PRINCETON

08540

(City)

(State)

(Zip)

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)
	Exec VP & General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $.01 per share	01/02/2024		M		15,022⁽¹⁾	A	$51.25	85,949	D
Common Stock, par value $.01 per share	01/02/2024		A		11,955⁽²⁾	A	$0.0000	97,904	D
Common Stock, par value $.01 per share	01/02/2024		M		1,724	A	$51.25⁽³⁾	99,628	D
Common Stock, par value $.01 per share	01/02/2024		F		653	D	$0.0000	98,975⁽⁴⁾	D
Common Stock, par value $.01 per share	01/02/2024		F		996	D	$0.0000	97,979⁽⁵⁾	D
Common Stock, par value $.01 per share	01/02/2024		F		1,777	D	$0.0000	96,202⁽⁶⁾	D
Common Stock, par value $.01 per share	01/02/2024		F		5,450⁽⁷⁾	D	$51.25	90,752	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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Dividend Equivalent Rights	⁽⁸⁾	01/02/2024		M			1,724	01/02/2024	01/02/2024	Common Stock, par value $.01 per share	1,724	$51.25	0.0000	D
Relative Performance Stock Units	$0.0000	01/02/2024		M			15,022	01/02/2024	01/02/2024	Common Stock, par value $.01 per share	15,022	$51.25	0.0000	D

Explanation of Responses:

1. The Reporting Person was issued 15,022 Relative Performance Stock Units by NRG Energy, Inc. under the Amended and Restated Long-Term Incentive Plan that vested subject to certain performance conditions on January 2, 2024.

2. Represents Restricted Stock Units issued to the Reporting Person under the LTIP. Each RSU is equivalent in value to one share of 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 date of the grant.

3. In connection with the vesting of the RPSUs described above, an incremental 1,724 Dividend Equivalent Rights vested. Each DER is the economic equivalent of one share of Common Stock.

4. On January 2, 2021, the Reporting Person was issued 5,358 RSUs by NRG under the LTIP. On January 2, 2024, 1,790 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 653 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation. In connection with the vesting of the RSUs, 205 DERs vested, resulting in the Reporting Person holding 1,328 DERs in the aggregate.

5. On January 2, 2022, the Reporting Person was issued 9,575 RSUs by NRG under the LTIP. On January 2, 2024, 3,188 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 996 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation. In connection with the vesting of the RSUs, 251 DERs vested, resulting in the Reporting Person holding 1,077 DERs in the aggregate.

6. On January 2, 2023, the Reporting Person was issued 18,693 RSUs by NRG under the LTIP. On January 2, 2024, 6,224 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 1,777 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation. In connection with the vesting of the RSUs, 256 DERs vested, resulting in the Reporting Person holding 821 DERs in the aggregate.

7. The Reporting Person elected to satisfy their tax withholding obligation upon the exchange of Common Stock for Relative Performance Stock Units having a value on the date of the exchange equal to the withholding obligation. This form reflects the surrender of 5,450 shares of Common Stock to satisfy their tax withholding obligation.

8. Conversion price not applicable

	Christine Zoino, by Power of Attorney	01/05/2024
	** 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.
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