| 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
NRG ENERGY, INC. [ NRG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/01/2008 | ||||||||||||||||||||||||||
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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, par value .01 per share | 08/01/2008 | M | 12,000 | A | (1) | 41,510 | D | |||
| Common Stock, par value .01 per share | 08/01/2008 | F | 3,552 | D | (2) | 37,958 | D | |||
| Common Stock, par value .01 per share | 08/01/2008 | F | 1,058 | D | (3) | 36,900 | D | |||
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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 | ||||||||
| Performance Units | (1) | 08/01/2004 | M | 12,000 | 08/01/2008 | 08/01/2008 | Common Stock, par value $.01 per share | 12,000 | $0.00(1) | 0 | D | ||||
| Explanation of Responses: |
| 1. Mr. Brewster was issued 12,000 Performance Units by NRG Energy, Inc. under NRG Energy, Inc.'s Long Term Incentive Plan on August 1, 2005. Each Performance Unit was subject to pay out if the average closing price of NRG Energy, Inc.'s Common Stock for the ten trading days prior to August 1, 2008 (the "Measurement Price") was equal to or greater than $26.875 (the "Target Price"). The payout for each Performance Unit was equal to: (i) one share of Common Stock, if the Measurement Price equaled the Target Price; (ii) a prorated amount in between one and two shares of Common Stock, if the Measurement Price was greater than the Target Price but less than $31.50 (the "Maximum Price"); and (iii) two shares of Common Stock, if the Measurement Price was equal to or greater than the Maximum Price. On August 1, 2008 the Measurement Price was greater than the Maximum Price. |
| 2. Pursuant to NRG Energy, Inc.'s Long Term Incentive Plan, Mr. Brewster elected to satisfy his tax withholding obligation upon the exchange of common stock for Performance Units by surrendering a number of shares of common stock having a value on the date of the exchange equal to the tax withholding obligation. This reflects the surrender of 3,552 shares of common stock to satisfy the grantee's tax withholding obligation. |
| 3. On August 1, 2005, Mr. Brewster was issued 4,000 Restricted Stock Units ("RSUs") by NRG Energy, Inc. under NRG Energy, Inc.'s Long Term Incentive Plan (the "LTIP"). Each RSU is equivalent in value to one share of NRG's Common Stock, par value $0.01. On August 1, 2008, all of the originally granted RSUs vested. Pursuant to the LTIP, Mr. Brewster elected to satisfy his tax withholding obligation upon the exchange of common stock for RSUs by surrendering a number of shares of common stock having a value on the date of the exchange equal to the tax withholding obligation. This reflects the surrender of 1,058 shares of common stock to satisfy the grantee's tax withholding obligation. |
| Remarks: |
| /s/Brian Curci, under Power of Attorney | 08/04/2008 | |
| ** 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. | ||