Form Type: 4

SEC EDGAR Link
Accession Number:0001225208-21-000519
Date:2021-01-02
Issuer: NRG ENERGY, INC. (NRG)
Original Submission Date:

Reporting Person:

CURCI BRIAN
804 CARNEGIE CENTER
PRINCETON, NJ 08540

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK, PAR VALUE $.01 PER SHARE 2021-01-02 M 9,589 a $0.00 36,341 direct
COMMON STOCK, PAR VALUE $.01 PER SHARE 2021-01-02 A 5,358 a $0.00 41,699 direct
COMMON STOCK, PAR VALUE $.01 PER SHARE 2021-01-02 M 414 a $0.00 42,113 direct
COMMON STOCK, PAR VALUE $.01 PER SHARE 2021-01-02 F 478 d $0.00 41,635 direct
COMMON STOCK, PAR VALUE $.01 PER SHARE 2021-01-02 F 529 d $0.00 41,106 direct
COMMON STOCK, PAR VALUE $.01 PER SHARE 2021-01-02 F 551 d $0.00 40,555 direct
COMMON STOCK, PAR VALUE $.01 PER SHARE 2021-01-02 F 2,740 d $0.00 37,815 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
DIVIDEND EQUIVALENT RIGHTS 0.0 2021-01-02 deemed execution date M 414 (d) 2021-01-02 2021-01-02 common stock, par value $.01 per share 414 $0.00 0 direct
RELATIVE PERFORMANCE STOCK UNITS 0.0 2021-01-02 deemed execution date M 9,589 (d) 2021-01-02 2021-01-02 common stock, par value $.01 per share 9,589 $0.00 0 direct
RELATIVE PERFORMANCE STOCK UNITS 0.0 2021-01-02 deemed execution date A 8,254 (a) 2024-01-02 2024-01-02 common stock, par value $.01 per share 8,254 $0.00 8,254 direct
Footnotes
IDfootnote
f1 the reporting person was issued 7,610 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 15,220 shares of common stock if the company achieved 100% increase in total shareholder return since the grant date (the "maximum"), 7,610 shares of common stock if there is no change in total shareholder return since the grant date (the "target") or 1,903 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 9,589 shares.
f2 represents restricted stock units issued to the reporting person under nrg energy, inc.'s amended and restated long-term incentive plan ("ltip").
f3 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.
f4 in connection with the vesting of the rpsus described above, an incremental 414 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.
f5 on january 2, 2020, the reporting person was issued 4,892 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 1,629 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 478 shares of common stock to satisfy the grantee's tax withholding obligation.
f6 in connection with the vesting of the rsus described above, 58 ders vested, resulting in the reporting person holding 182 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 units or relative performance stock units.
f7 on january 2, 2018, the reporting person was issued 4,639 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 1,550 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 529 shares of common stock to satisfy the grantee's tax withholding obligation.
f8 in connection with the vesting of the rsus described above, 66 ders vested, resulting in the reporting person holding 303 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.
f9 on january 2, 2019, the reporting person was issued 4,871 restricted stock units ("rsus") by nrg energy, inc. under nrg energy, inc.'s amended and restated long term incentive plan. each rsu is equivalen tin value to one share of nrg's common stock, par value $.01. on january 2, 2021 1,622 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 551 shares of common stock to satisfy the grantee's tax withholding obligation.
f10 in connection with the vesting of the rsus described above, 63 ders vested, resulting in the reporting person holding 240 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.
f11 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. this form reflects the surrender of 2,740 shares of common stock to satisfy the grantee's tax withholding obligation
f12 the reporting person was issued 7,610 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 15,220 shares of common stock if the company achieved 100% increase in total shareholder return since the grant date (the "maximum"), 7,610 shares of common stock if there is no change in total shareholder return since the grant date (the "target") or 1,903 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 9,589 shares.
f13 the reporting person was issued 8,254 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.
f14 reporting person will receive(i) a maximum of 16,508 shares of common stock if company's tsr is ranked at or above the 75th percentile relative to a peer group of companies approved by the company's compensation committee (the "peer group") for the performance period (the "maximum"); (ii) 8,254 shares of common stock if company's tsr is ranked at the 55th percentile relative to the peer group for the performance period (the "target"); provided, however, if tsr is less than negative fifteen percent (-15%), the company's tsr must be ranked at the 65th percentile relative to the peer group for the performance period to receive the target award; or (iii) 2,064 shares of common stock if company's tsr is ranked at the 25th percentile relative to the peer group for the performance period(the "threshold"). the reporting person will not receive any shares of common stock if company's tsr is below the 25th percentile relative to the peer group for the performance period.
f15 the maximum award that the reporting person will receive shall not exceed six (6) times the fair market value of the target award, determined as of the date of grant.
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