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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Dividend Equivalent Rights | $ 0 | 09/03/2024 | M | 627 | 09/03/2024 | 09/03/2024 | Common Stock, par value $.01 per share | 627 | $ 0 | 0 | D | ||||
| Relative Performance Stock Units | (6) | 09/03/2024 | M | 5,810 | 09/03/2024 | 09/03/2024 | Common Stock, par value $.01 per share | 5,810 | $ 79.75 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Chung Bruce 804 CARNEGIE CENTER PRINCETON, NJ 08540 |
EVP & CFO | |||
| Christine Zoino, by Power of Attorney | 09/05/2024 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The Reporting Person was issued 5,810 Relative Performance Stock Units (RPSUs) by NRG Energy, Inc. (NRG) under the NRG Amended and Restated Long-Term Incentive Plan (LTIP) that vested subject to certain performance conditions on September 3, 2024. |
| (2) | In connection with the vesting of the RPSUs described above, an incremental 627 DERs vested. Dividend equivalent rights accrue on the Reporting Person's restricted stock units, market 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. |
| (3) | On September 3, 2021, the Reporting Person was issued 1,762 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 September 3, 2024, 589 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 334 shares of common stock to satisfy the grantee's tax withholding obligation. |
| (4) | In connection with the vesting of the RSUs described above, 63 DERs vested, resulting in the Reporting Person holding 1,470 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. |
| (5) | The Reporting Person elected to satisfy their tax withholding obligation upon the exchange of Common Stock for Relative Performance Stock Units (RPSUs) having a value on the date of the exchange equal to the withholding obligation. This form reflects the surrender of 3,293 shares of Common Stock to satisfy the Reporting Person's tax withholding obligation. |
| (6) | Conversion Price not applicable. |