Brian Curci - Jan 2, 2022 Form 4 Insider Report for NRG ENERGY, INC. (NRG)

Signature
Christine Zoino, by Power of Attorney
Stock symbol
NRG
Transactions as of
Jan 2, 2022
Transactions value $
$0
Form type
4
Date filed
1/4/2022, 07:56 PM
Previous filing
Nov 3, 2021
Next filing
Feb 3, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NRG Common Stock, par value $.01 per share Award $0 +9.58K +23.94% $0.00 49.6K Jan 2, 2022 Direct F1, F2
transaction NRG Common Stock, par value $.01 per share Options Exercise $0 +6.59K +13.29% $0.00 56.2K Jan 2, 2022 Direct F3
transaction NRG Common Stock, par value $.01 per share Options Exercise $0 +485 +0.86% $0.00 56.6K Jan 2, 2022 Direct F4
transaction NRG Common Stock, par value $.01 per share Tax liability $0 -495 -0.87% $0.00 56.1K Jan 2, 2022 Direct F5, F6
transaction NRG Common Stock, par value $.01 per share Tax liability $0 -566 -1.01% $0.00 55.6K Jan 2, 2022 Direct F7, F8
transaction NRG Common Stock, par value $.01 per share Tax liability $0 -571 -1.03% $0.00 55K Jan 2, 2022 Direct F9, F10
transaction NRG Common Stock, par value $.01 per share Tax liability $0 -1.94K -3.53% $0.00 53.1K Jan 2, 2022 Direct F11

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction NRG Dividend Equivalent Rights Options Exercise $0 -485 -100% $0.00* 0 Jan 2, 2022 Common Stock, par value $.01 per share 485 $0.00 Direct F4
transaction NRG Relative Performance Stock Units Options Exercise $0 -6.59K -100% $0.00* 0 Jan 2, 2022 Common Stock, par value $.01 per share 6.59K Direct F3
transaction NRG Relative Performance Stock Units Award $0 +14.6K $0.00 14.6K Jan 2, 2022 Common Stock, par value $.01 per share 14.6K $0.00 Direct F12, F13, F14
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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 8,235 RPSUs by NRG under the LTIP on January 2, 2019 that vested on January 2, 2022. On the vesting date the Reporting Person was entitled to receive a maximum of 16,470 shares of Common Stock if the company achieved 100% increase in total shareholder return since the grant date (the "Maximum"), 8,235 shares of Common Stock if there is no change in total shareholder return since the grant date (the "Target") or 2058 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, 2022 the reporting person vested in 6,588 shares.
F4 In connection with the vesting of the RPSUs described above, an incremental 485 DERs vested. Dividend equivalent rights accrue on the Reporting Person's restricted stock units, market stock units orrelative performance stock units, which become exercisable proportionately with the restricted stock units, market stock units or relative performance stock units to which they relate and may only be settled inNRG common stock. Each dividend equivalent right is the economic equivalent of one share of NRG common stock.
F5 On January 2, 2021, the Reporting Person was issued 5,358 Restricted Stock Units ("RSUs") by NRG Energy, Inc. under NRG Energy, Inc.'s Amended and Restated Long Term Incentive Plan. Each RSU is equivalentin value to one share of NRG's common stock, par value $.01. On January 2, 2022 1,784 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 495 shares of common stock to satisfy the grantee's tax withholding obligation.
F6 In connection with the vesting of the RSUs described above, 59 DERs vested, resulting in the Reporting Person holding 482 dividend equivalent rights in the aggregate. Dividend equivalent rights accrue on the Reporting 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 stockunits.
F7 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 equivalentin value to one share of NRG's common stock, par value $.01. On January 2, 2022 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 566 shares of common stock to satisfy the grantee's tax withholding obligation.
F8 In connection with the vesting of the RSUs described above, 114 DERs vested, resulting in the Reporting Person holding 368 dividend equivalent rights in the aggregate. Dividend equivalent rights accrue on the Reporting 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 stockunits.
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 equivalentin value to one share of NRG's common stock, par value $.01. On January 2, 2022 1,627 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 571 shares of common stock to satisfy the grantee's tax withholding obligation.
F10 In connection with the vesting of the RSUs described above, 119 DERs vested, resulting in the Reporting Person holding 249 dividend equivalent rights in the aggregate. Dividend equivalent rights accrue on the Reporting 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 stockunits.
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. Thisform reflects the surrender of 1,940 shares of common stock to satisfy the grantee's tax withholding obligation
F12 The Reporting Person was issued 14,588 Relative Performance Stock Units ("RPSUs") by NRG Energy, Inc. under the LTIP on January 2, 2022. The RPSUs will convert to shares of NRG Common Stockon January 2, 2025 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.
F13 Reporting Person will receive(i) a maximum of 29,176 shares of Common Stock if Company's TSR is ranked at or above the 75th percentile relative to a peer group approved by the Company's Compensation Committee (the "Peer Group") for the performance period (the "Maximum"); (ii) 14,588 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) 3,647 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.
F14 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.