0001209191-12-058313.txt : 20121218 0001209191-12-058313.hdr.sgml : 20121218 20121218164857 ACCESSION NUMBER: 0001209191-12-058313 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121214 FILED AS OF DATE: 20121218 DATE AS OF CHANGE: 20121218 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Garlick James P CENTRAL INDEX KEY: 0001464690 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16455 FILM NUMBER: 121271870 MAIL ADDRESS: STREET 1: 1155 PERIMETER CENTER WEST CITY: ATLANTA STATE: GA ZIP: 30338 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GenOn Energy, Inc. CENTRAL INDEX KEY: 0001126294 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 760655566 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1000 MAIN STREET CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 832-357-3000 MAIL ADDRESS: STREET 1: 1000 MAIN STREET CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: RRI ENERGY INC DATE OF NAME CHANGE: 20090501 FORMER COMPANY: FORMER CONFORMED NAME: RELIANT ENERGY INC DATE OF NAME CHANGE: 20040423 FORMER COMPANY: FORMER CONFORMED NAME: RELIANT RESOURCES INC DATE OF NAME CHANGE: 20001013 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2012-12-14 1 0001126294 GenOn Energy, Inc. GEN 0001464690 Garlick James P 1000 MAIN STREET HOUSTON TX 77002 0 1 0 0 SVP, Plant Operations Common Stock 2012-12-14 4 F 0 11508 2.87 D 335583 D Common Stock 2012-12-14 4 D 0 335583 D 0 D Stock Options 3.95 2012-12-14 4 D 0 45908 D 2021-07-31 Common Stock 45908 0 D Stock Options 2.44 2012-12-14 4 D 0 143303 D 2022-02-26 Common Stock 143303 0 D The reporting person disposed of these shares to satisfy tax withholding obligations related to the vesting of restricted stock units. 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. Upon completion of the Merger involving GenOn Energy, Inc. and NRG Energy, Inc., this fully-vested option was converted into an option to purchase 5,582 shares of NRG Energy, Inc. common stock at $32.49 per share. 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 17,425 shares of NRG Energy, Inc. common stock at $20.07 per share. /s/ Allison B. Cunningham, Attorney-in-Fact 2012-12-18 EX-24.4_448838 2 poa.txt POA DOCUMENT GENON ENERGY, INC. Power of Attorney WHEREAS, the undersigned, in his or her capacity as a director or officer or both, as the case may be, of GenOn Energy, Inc., a Delaware corporation (the "Company"), may be required to file with the Securities and Exchange Commission (the "Commission") under Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the "Exchange Act"), Forms 3, 4 and 5 or other reports ("Forms") relating to the undersigned's holdings of and transactions in securities of the Company. NOW THEREFORE, the undersigned, in his or her capacity as a director or officer or both, as the case may be, of the Company, does hereby appoint Michael L. Jines, Kathy L. Tedore, Allison B. Cunningham, and Ruth Ann Cannon, and each of them severally, as his or her true and lawful attorney-in-fact or attorneys-in-fact and agent or agents with power to act with or without the other and with full power of substitution and resubstitution, to execute in his or her name, place and stead, in his or her capacity as a director or officer or both, as the case may be of the Company, Forms and any and all amendments thereto and any and all instruments necessary or incidental in connection therewith, if any, and to file the same with the Commission and any stock exchange or similar authority. Each said attorney-in-fact and agent shall have full power and authority to do and perform in the name and on behalf of the undersigned in any and all capacities, every act whatsoever necessary or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorney. The powers and authority of each said attorney-in-fact and agent herein granted shall remain in full force and effect until the undersigned is no longer required to file Forms under the Exchange Act, unless earlier revoked by the undersigned by giving written notice of such revocation to the Company. The undersigned acknowledges that the said attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. IN WITNESS WHEREOF, the undersigned has executed this instrument this 19th day of July, 2011. /s/ James P. Garlick