8-A12B/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A/A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

Pursuant to Section 12(b) or (g) of the

Securities Exchange Act of 1934

MIRANT CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware	20-3538156
(State of Incorporation or Organization)	(IRS Employer Identification Number)
1155 Perimeter Center West, Suite 100 Atlanta, Georgia	30338
(Address of Principal Executive Offices)	(Zip Code)

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box: x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box: ¨

Securities Act registration statement file number to which this form relates: N/A

Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class to be so Registered	Name of Each Exchange on Which Each Class is to be Registered
Preferred Stock Purchase Rights	New York Stock Exchange, Inc.

Securities to be registered pursuant to Section 12(g) of the Act:

None

(Title of Each Class)

Item 1.    Description of Registrant’s Securities to be Registered.

Reference is hereby made to the Registration Statement on Form 8-A filed by Mirant Corporation (“Mirant”) with the Securities and Exchange Commission on March 27, 2009, relating to the Rights Agreement between Mirant and Mellon Investor Services LLC, as Rights Agent, dated as of March 26, 2009 (the “Rights Agreement”), as amended by the First Amendment to the Rights Agreement (the “First Amendment”) on February 25, 2010, and the Second Amendment, dated as of April 28, 2010 (the “Second Amendment”), and the Amendments to the Registration Statement on Form 8-A/A filed by Mirant on February 26, 2010 and April 28, 2010. Such Registration Statement on Form 8-A, as amended, is hereby incorporated by reference herein.

On December 3, 2010, Mirant entered into a third amendment (the “Third Amendment”) to the Rights Agreement. The Third Amendment provides that Rights Agreement and the Rights (as defined in the Rights Agreement) established thereby will terminate in all respects immediately prior to the Effective Time (as defined in the Agreement and Plan of Merger, dated as of April 11, 2010, by and among RRI Energy, Inc., RRI Energy Holdings, Inc. and Mirant).

The foregoing description is qualified in its entirety by reference to the Rights Agreement, the First Amendment, the Second Amendment and the Third Amendment, which are filed hereto as Exhibits 4.1, 4.2, 4.3 and 4.4, respectively, and are incorporated herein by reference.

Item 2.    Exhibits.

Exhibit No.	Description
4.1	Rights Agreement, dated as of March 26, 2009, between Mirant Corporation and Mellon Investor Services LLC (incorporated by reference to Exhibit 4.1 to Mirant Corporation’s Form 8-K filed on March 27, 2009).
4.2	First Amendment to the Rights Agreement, dated as of February 25, 2010, between Mirant Corporation and Mellon Investor Services LLC (incorporated herein by reference to Exhibit 4.26 to Mirant Corporation’s Form 10-K filed on February 26, 2010).
4.3	Second Amendment to the Rights Agreement, dated as of April 28, 2010, between Mirant Corporation and Mellon Investor Services LLC (incorporated by reference to Exhibit 4.1 to Mirant Corporation’s Form 8-K filed on April 28, 2010).
4.4	Third Amendment to the Rights Agreement, dated as of December 3, 2010, between Mirant Corporation and Mellon Investor Services LLC.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

	MIRANT CORPORATION
Date: December 3, 2010	By:	/s/ Steven Nickerson
		Name: Steven Nickerson
		Title: Vice President

EXHIBIT INDEX

Exhibit No.	Description
4.1	Rights Agreement, dated as of March 26, 2009, between Mirant Corporation and Mellon Investor Services LLC (incorporated by reference to Exhibit 4.1 to Mirant Corporation’s Form 8-K filed on March 27, 2009).
4.2	First Amendment to the Rights Agreement, dated as of February 25, 2010, between Mirant Corporation and Mellon Investor Services LLC (incorporated herein by reference to Exhibit 4.26 to Mirant Corporation’s Form 10-K filed on February 26, 2010).
4.3	Second Amendment to the Rights Agreement, dated as of April 28, 2010, between Mirant Corporation and Mellon Investor Services LLC (incorporated by reference to Exhibit 4.1 to Mirant Corporation’s Form 8-K filed on April 28, 2010).
4.4	Third Amendment to the Rights Agreement, dated as of December 3, 2010, between Mirant Corporation and Mellon Investor Services LLC.

EX-4.4

Exhibit 4.4

THIRD AMENDMENT TO RIGHTS AGREEMENT

This THIRD AMENDMENT, dated as of December 3, 2010 (this “Amendment”), to the Rights Agreement, dated as of March 26, 2009, as amended by the First Amendment, dated as of February 25, 2010, and the Second Amendment, dated as of April 28, 2010 (as amended, the “Rights Agreement”), between Mirant Corporation, a Delaware corporation (the “Company”), and Mellon Investor Services LLC, as rights agent (the “Rights Agent”).

RECITALS

WHEREAS, the Company and the Rights Agent have heretofore executed and entered into the Rights Agreement;

WHEREAS, on April 11, 2010, RRI Energy, Inc., a Delaware corporation (“RRI”), RRI Energy Holdings, Inc., a Delaware corporation and a direct wholly-owned subsidiary of RRI (“Merger Sub”) and the Company entered into an Agreement and Plan of Merger, as amended from time to time (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into the Company, with the Company as the surviving corporation and whereby each share of issued and outstanding common stock, par value $0.01 per share, of the Company will be converted into 2.835 shares of common stock, par value $0.001 per share, of RRI (the “Merger”);

WHEREAS, the Board of Directors of the Company has determined that it is necessary and advisable and in the best interest of the Company and its stockholders, and the Company therefore desires, to amend the Rights Agreement so that the Rights expire no later than the date on which the Merger is consummated; and

WHEREAS, (a) pursuant to Section 27 of the Rights Agreement, the Company may supplement or amend any provision of the Rights Agreement in any respect without the approval of any holders of the Rights for so long as the Rights are then redeemable, any such supplement or amendment to be evidenced by a writing signed by the Company and the Rights Agent, (b) pursuant to Section 23 of the Rights Agreement, the Rights are redeemable, by action of the Board of Directors, at any time prior to such time as any Person first becomes an Acquiring Person, (c) no Person has become an Acquiring Person and therefore the Rights are redeemable, (d) pursuant to Section 27 of the Rights Agreement, an appropriate officer of the Company has delivered a certificate to the Rights Agent stating that the proposed supplements and amendments to the Rights Agreement set forth in this Amendment are in compliance with Section 27 of the Rights Agreement and (e) pursuant to the terms of the Rights Agreement and in accordance with Section 27 thereof, the Company has directed that the Rights Agreement should be amended and supplemented as set forth in this Amendment.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:

1. Amendments to Rights Agreement.

a) The following definition of the term “Merger Agreement” is hereby inserted as new Section 1(n) and the existing Sections 1(n) through 1(cc) are hereby re-lettered Sections 1(o) through 1(dd):

“(n) “Merger Agreement” shall mean the Agreement and Plan of Merger (as it may be amended from time to time), dated as of April 11, 2010, by and among RRI Energy, Inc., RRI Energy Holdings, Inc. and the Company.”

b) Section 7(a) of the Rights Agreement is hereby modified, amended and restated in its entirety as follows:

“(a) The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided herein), in whole or in part, at any time after the Distribution Date, upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof properly completed and duly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, together with payment of the Purchase Price for each one one-hundredth of a Preferred Share as to which the Rights are exercised, and an amount equal to any tax or charge required to be paid under Section 9 hereof, by certified check, cashier’s check or money order payable to the order of the Company, at or prior to the earliest of (i) the Close of Business on February 25, 2020 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof, (iv) the repeal of Section 382 or any successor statute, or any other change, if the Board determines that this Agreement is no longer necessary for the preservation of tax benefits, (v) the beginning of a taxable year of the Company to which the Board determines that no tax benefits may be carried forward and no built-in losses may be recognized, (vi) February 25, 2011 if Stockholder Approval has not been obtained prior to such date, (vii) the time immediately prior to the Effective Time (as defined in the Merger Agreement), but only if the Effective Time shall occur or (viii) a determination by the Board, prior to the time any Person becomes an Acquiring Person, that the Rights Agreement and the Rights are no longer in the best interests of the Company and its stockholders (the earliest of the dates set forth in clauses (iv), (v), (vi), (vii) and (viii), the “Early Expiration Date”).”

c) A new Section 35 is added to read in its entirety as follows:

“Section 35. Termination. Notwithstanding anything herein to the contrary, immediately prior to the Effective Time, but only if the Effective Time shall occur, (i) this Agreement shall be terminated and be without further force or effect, (ii) none of the parties to this Agreement will have any rights,

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obligations or liabilities hereunder and (iii) the holders of the Rights shall not be entitled to any benefits, rights or other interests under this Agreement; provided, however, that notwithstanding the foregoing, Sections 18 and 20 hereof shall survive the termination of this Agreement.”

d) A new Section 36 is added to read in its entirety as follows:

“Section 36. Notice of the Effective Time. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Effective Time and, if such notification is given orally, the Company shall confirm same in writing on or prior to the Business Day next following. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Effective Time has not occurred.”

2. Confirmation of the Rights Agreement. Except as amended or modified hereby, all terms, covenants and conditions of the Rights Agreement as heretofore in effect shall remain in full force and effect and are hereby ratified and confirmed in all respects. This Amendment shall form a part of the Rights Agreement for all purposes, and each party hereto and thereto shall be bound hereby. This Amendment shall be deemed to be in full force and effect from and after the execution of this Amendment by the parties hereto.

3. Severability. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated; and provided further, that if any such excluded term, provision, covenant or restriction shall adversely affect the rights, immunities, duties or obligations of the Rights Agent, the Rights Agent shall be entitled to resign immediately.

4. Effectiveness. This Amendment shall be deemed effective as of the date first written above and shall be deemed to be in full force and effect prior to the execution of the Merger Agreement. To the extent that the terms and provisions of the Rights Agreement do not conflict with the terms and provisions of this Amendment, then such terms and provisions shall remain in full force and legal effect. To the extent that there is a conflict between the terms and provisions of the Rights Agreement and this Amendment, the terms and provisions of this Amendment shall govern for purposes of the subject matter of this Amendment only. If for any reason the Merger Agreement is terminated, then the Company shall promptly notify the Rights Agent of such termination.

5. Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State.

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6. Descriptive Headings. Descriptive headings of the several Sections of this Amendment are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

7. Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts together shall constitute but one and the same instrument.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the day and year first above written.

MIRANT CORPORATION
By:	/s/ Edward R. Muller
	Name: Edward R. Muller
	Title: Chairman of the Board, President            and Chief Executive Officer
MELLON INVESTOR SERVICES LLC, as Rights Agent
By:	/s/ Lee Kowalsky
	Name: Lee Kowalsky
	Title: Senior Relationship Manager