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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
GenOn Energy, Inc. [ GEN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 12/14/2012 | F | 72,029(1) | D | $2.87 | 699,251 | D | |||
Common Stock | 12/14/2012 | D | 699,251 | D | (2) | 0 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Options | $8.7 | 12/14/2012 | D | 22,371 | (3) | 01/13/2016 | Common Stock | 22,371 | (3) | 0 | D | ||||
Stock Options | $8.84 | 12/14/2012 | D | 22,005 | (4) | 02/17/2016 | Common Stock | 22,005 | (4) | 0 | D | ||||
Stock Options | $13.06 | 12/14/2012 | D | 44,489 | (5) | 03/07/2016 | Common Stock | 44,489 | (5) | 0 | D | ||||
Stock Options | $3.67 | 12/14/2012 | D | 81,058 | (6) | 03/03/2019 | Common Stock | 81,058 | (6) | 0 | D | ||||
Stock Options | $4.66 | 12/14/2012 | D | 101,957 | (7) | 03/11/2020 | Common Stock | 101,957 | (7) | 0 | D | ||||
Stock Options | $3.81 | 12/14/2012 | D | 211,285 | (8) | 02/22/2021 | Common Stock | 211,285 | (8) | 0 | D | ||||
Stock Options | $2.44 | 12/14/2012 | D | 331,075 | (9) | 02/26/2022 | Common Stock | 331,075 | (9) | 0 | D |
Explanation of Responses: |
1. The reporting person disposed of these shares to satisfy tax withholding obligations related to the vesting of restricted stock units. |
2. The reporting person disposed of these shares in connection with the merger (the "Merger") involving GenOn Energy, Inc. and NRG Energy, Inc.("NRG") in exchange for shares of NRG common stock, based on the exchange ratio of 0.1216 and having a market value of $23.00 per share on the effective date of the Merger, plus cash consideration for fractional shares. |
3. Upon completion of the Merger involving GenOn Energy, Inc. and NRG Energy, Inc., this fully-vested option was converted into an option to purchase 2,270 shares of NRG Energy, Inc. common stock at $71.55 per share. |
4. Upon completion of the Merger involving GenOn Energy, Inc. and NRG Energy, Inc., this fully-vested option was converted into an option to purchase 2,675 shares of NRG Energy, Inc. common stock at $72.70 per share. |
5. Upon completion of the Merger involving GenOn Energy, Inc. and NRG Energy, Inc., this fully-vested option was converted into an option to purchase 5,409 shares of NRG Energy, Inc. common stock at $107.41 per share. |
6. Upon completion of the Merger involving GenOn Energy, Inc. and NRG Energy, Inc., this fully-vested option was converted into an option to purchase 9,856 shares of NRG Energy, Inc. common stock at $30.19 per share. |
7. Upon completion of the Merger involving GenOn Energy, Inc. and NRG Energy, Inc., this fully-vested option was converted into an option to purchase 12,397 shares of NRG Energy, Inc. common stock at $38.33 per share. |
8. Upon completion of the Merger involving GenOn Energy, Inc. and NRG Energy, Inc., this fully-vested option was converted into an option to purchase 25,692 shares of NRG Energy, Inc. common stock at $31.34 per share. |
9. Upon completion of the Merger involving GenOn Energy, Inc. and NRG Energy, Inc., this option, which vests in three equal annual installments beginning February 27, 2013, was converted into an option to purchase 40,258 shares of NRG Energy, Inc. common stock at $20.07 per share. |
Remarks: |
/s/ William J. Holden III | 12/18/2012 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |