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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Market Stock Units | (5) | 01/04/2019 | M | 49,812 | 01/04/2019 | 01/04/2019 | Common Stock, par value $.01 per share | 24,906 | $ 0 | 0 | D | ||||
Employee Stock Option (right to buy) | $ 19.83 | 01/04/2019 | M | 14,200 | 01/03/2011 | 01/03/2021 | Common Stock, par value $.01 per share | 14,200 | $ 0 | 0 | D | ||||
Dividend Equivalent Rights | (6) | 01/04/2019 | M | 1,539 | (6) | 01/04/2019 | Common Stock, par value $.01 per share | 1,539 | (6) | 0 | D | ||||
Employee Stock Option (right to buy) | $ 20.86 | 01/04/2018 | M | 6,100 | 10/15/2010 | 01/04/2020 | Common Stock, par value $.01 per share | 16,700 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Moser Christopher NRG ENERGY, INC. 804 CARNEGIE CENTER PRINCETON, NJ 08540 |
Exec Vice Pres, Operations |
/s/Christine Zoino, by Power of Attorney | 01/07/2019 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | On January 3, 2017, Mr. Moser was issued 16,752 Restricted Stock Units ("RSUs") by NRG Energy, Inc. under NRG Energy, Inc.'s Amended and Restated Long Term Incentive Plan. Each RSU is equivalent in value to one share of NRG's Common Stock, par value $.01. On January 3, 2019, 5,584 shares vested. Mr. Moser elected to satisfy his tax obligation upon the exchange of common stock for RSUs having a value on the date of the exchange equal to the withholding obligation. This form reflects the surrender of 1,540 shares of common stock to satisfy the grantee's tax withholding obligation. |
(2) | In connection with the vesting of the RSUs described above, 55 DERs vested. Dividend equivalent rights accrue on the reporting person's restricted stock units, market stock units or relative performance stock units, which become exercisable proportionately with the restricted stock units, market stock units or relative performance stock units to which they relate and may only be settled in NRG common stock. Each dividend equivalent right is the economic equivalent of one share of NRG common stock. |
(3) | On January 4, 2018, Mr. Moser was issued 46,986 Restricted Stock Units ("RSUs") by NRG Energy, Inc. under NRG Energy, Inc.'s Amended and Restated Long Term Incentive Plan. Each RSU is equivalent in value to one share of NRG's Common Stock, par value $.01. On January 4, 2019, 15,662 shares vested. Mr. Moser elected to satisfy his tax obligation upon the exchange of common stock for RSUs having a value on the date of the exchange equal to the withholding obligation. This form reflects the surrender of 5,852 shares of common stock to satisfy the grantee's tax withholding obligation. |
(4) | In connection with the vesting of the RSUs described above, 484 DERs vested. Dividend equivalent rights accrue on the reporting person's restricted stock units, market stock units or relative performance stock units, which become exercisable proportionately with the restricted stock units, market stock units or relative performance stock units to which they relate and may only be settled in NRG common stock. Each dividend equivalent right is the economic equivalent of one share of NRG common stock. |
(5) | The Reporting Person was issued 24,906 Market Stock Units by NRG under the LTIP on January 4, 2016 that vested on January 4, 2019. On the vesting date the Reporting Person was entitled to receive a maximum of 49,812 shares of Common Stock if the company achieved 100% increase in total shareholder return since the grant date (the "Maximum"), 24,906 shares of Common Stock if there is no change in total shareholder return since the grant date (the "Target") or 18,679 shares of Common Stock if there is a 25% decrease in total shareholder return since the grant date (the "Threshold"). The Reporting Person would not have received any shares of Common Stock if total shareholder return had decreased by more than 25% since the grant date. The number of shares that the Reporting Person could have received in interpolated for total shareholder return fall between Threshold, Target and Maximum levels. On January 4, 2019 he vested in 49,812 shares. |
(6) | In connection with the vesting of the MSUs described above, an incremental 1,539 DERs vested. Dividend equivalent rights accrue on the Reporting Person's restricted stock units, market stock units or relative performance stock units, which become exercisable proportionately with the restricted stock units, market stock units or relative performance stock units to which they relate and may only be settled in NRG common stock. Each dividend equivalent right is the economic equivalent of one share of NRG common stock. |
(7) | The Reporting Person elected to satisfy his tax withholding obligation upon the exchange of common stock for MSUs having a value on the date of the exchange equal to the withholding obligation. This form reflects the surrender of 21,783 shares of common stock to satisfy the grantee's tax withholding obligation. |
(8) | This transaction was executed in multiple trades at prices ranging from $37.93 to $38.88. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. This transaction also reflects the reporting person's sale of shares to cover the exercise price and tax obligation related to the exercise of the employee stock option. |
(9) | The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 17, 2018. |
(10) | Includes 1,196 DERs. |