Form Type: 4

SEC EDGAR Link
Accession Number:0001225208-21-008928
Date:2021-06-01
Issuer: NRG ENERGY, INC. (NRG)
Original Submission Date:

Reporting Person:

FORNARO ALBERTO
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 2021-06-01 A 10,226 a $0.00 10,976 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
RELATIVE PERFORMANCE STOCK UNITS 0.0 2021-06-01 deemed execution date A 18,647 (a) 2024-06-01 2024-06-01 common stock, par value $.01 per share 18,647 $0.00 18,647 direct
Footnotes
IDfootnote
f1 represents restricted stock units issued to the reporting person under nrg energy, inc.'s amended and restated long-term incentive plan ("ltip").
f2 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.
f3 the reporting person was issued 18,647 relative performance stock units ("rpsus") by nrg energy, inc. under the ltip on june 1, 2021. the rpsus will convert to shares of nrg common stock on june 1, 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 number of shares of common stock that the reporting person may receive is interpolated for tsr falling between threshold, target, and maximum levels as described below.
f4 reporting person will receive(i) a maximum of 37,294 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) 18,647 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) 4,661 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.
f5 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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