SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Patel Rasesh M.

(Last)

(First)

(Middle)

804 CARNEGIE CENTER

(Street)

PRINCETON

08540

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/27/2023

3. Issuer Name and Ticker or Trading Symbol
NRG ENERGY, INC. [ NRG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec VP, Vivint

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $.01 per share	439,216⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Relative Performance Stock Units	03/31/2026	03/31/2026	Common Stock, par value $.01 per share	44,706	$0.0000	D

Explanation of Responses:

1. Includes (i) 410,345 restricted stock units of NRG Energy, Inc. ("RSUs") received in exchange for 1,143,662 restricted stock units of Vivint Smart Home, Inc. in connection with the acquisition of Vivint based on an exchange ratio of 0.3588 ( the "Exchange RSUs"), and (ii) 28,871 RSUs issued to the reporting person following the acquisition under the Issuer's long term incentive plan (the "NRG RSUs"). The Reporting Person will receive from NRG one share of Common Stock for each RSU upon vesting. Exchange RSUs will vest as follows: 127,349 on May 16, 2023; 159,186 on May 16, 2024; and 61,905 on May 16, 2025 and May 16, 2026, respectively . NRG RSUs vest ratably over a three-year period beginning on the first anniversary of the date of grant.

Remarks:

rpatelpoa.pdf

	Christine Zoino, by Power of Attorney	05/03/2023
	** 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 5 (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.