SEC FORM 4

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).

1. Name and Address of Reporting Person^*

MULLER EDWARD R

(Last)

(First)

(Middle)

NRG ENERGY, INC.

211 CARNEGIE CENTER

(Street)

PRINCETON

08533

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2012

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	12/14/2012		A		291,095	A	⁽¹⁾	291,095	D
Common Stock, par value $.01 per share	12/14/2012		A		5,000⁽²⁾	A	⁽³⁾	296,095	D
Common Stock, par value $.01 per share	12/14/2012		A		138,128⁽⁴⁾	A	⁽⁵⁾	434,223	D
Common Stock, par value $.01 per share	12/14/2012		A		144,773	A	⁽⁶⁾	144,773	I	By Trust

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)
Stock Option (right to buy)	$71.55	12/14/2012		A		139,908		12/14/2012	01/13/2016	Common Stock, par value $.01 per share	139,908	⁽⁷⁾	139,908	D
Stock Option (right to buy)	$72.7	12/14/2012		A		137,619		12/14/2012	02/17/2016	Common Stock, par value $.01 per share	137,619	⁽⁸⁾	137,619	D
Stock Option (right to buy)	$107.41	12/14/2012		A		45,071		12/14/2012	03/07/2013	Common Stock, par value $.01 per share	45,071	⁽⁹⁾	45,071	D
Stock Options (right to buy)	$30.19	12/14/2012		A		76,420		12/14/2012	03/03/2019	Common Stock, par value $.01 per share	76,420	⁽¹⁰⁾	76,420	D
Stock Option (right to buy)	$38.33	12/14/2012		A		69,491		12/14/2012	03/11/2020	Common Stock, par value $.01 per share	69,491	⁽¹¹⁾	69,491	D
Stock Option (right to buy)	$31.34	12/14/2012		A		90,548		12/14/2012	02/22/2021	Common Stock, par value $.01 per share	90,548	⁽¹²⁾	90,548	D
Stock Option (right to buy)	$20.7	12/14/2012		A		141,885		01/04/2013	02/26/2022	Common Stock, par value $.01 per share	141,885	⁽¹³⁾	141,885	D

Explanation of Responses:

1. Received in exchange for 2,393,913 shares of GenOn Energy, Inc. common stock in connection with the merger of Plus Merger Corporation, a wholly owned subsidiary of NRG Energy, Inc., into GenOn Energy, Inc. (the "Merger").

2. Represents Deferred Stock Units issued to Mr. Muller by NRG Energy, Inc. under NRG Energy, Inc.'s Amended and Restated Long-Term Incentive Plan.

3. Each Deferred Stock Unit is equivalent in value to one share of NRG Energy, Inc.'s Common Stock, par value $.01 per share. Mr. Muller will receive from NRG Energy, Inc. one such share of Common Stock for each Deferred Stock Unit he owns upon termination of his service on NRG Energy, Inc.'s Board of Directors.

4. Represents time-based restricted stock awards that will vest on January 4, 2013.

5. Received in the Merger in exchange for 1,135,933 shares of time-based restricted stock of GenOn Energy, Inc.

6. Received in exchange for 1,190,573 shares of GenOn Energy, Inc. common stock in connection with the Merger.

7. Received in the Merger in exchange for a stock option to acquire 1,150,567 shares of GenOn Energy,Inc. common stock for $8.70 per share.

8. Received in the Merger in exchange for a stock option to acquire 1,131,737 shares of GenOn Energy,Inc. common stock for $8.84 per share.

9. Received in the Merger in exchange for a stock option to acquire 370,653 shares of GenOn Energy,Inc. common stock for $13.06 per share.

10. Received in the Merger in exchange for a stock option to acquire 628,459 shares of GenOn Energy,Inc. common stock for $3.67 per share.

11. Received in the Merger in exchange for a stock option to acquire 571,473 shares of GenOn Energy,Inc. common stock for $4.66 per share.

12. Received in the Merger in exchange for a stock option to acquire 744,641 shares of GenOn Energy,Inc. common stock for $3.81 per share.

13. Received in the Merger in exchange for a stock option to acquire 1,166,823 shares of GenOn Energy, Inc. common stock for $2.44 per share.

	/s/ Brian Curci, under Power of Attorney	12/18/2012
	** Signature of Reporting Person	Date
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