FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT 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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1. Name and Address of Reporting Person * HOLDEN J WILLIAM III   2. Issuer Name and Ticker or Trading Symbol GenOn Energy, Inc. [GEN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CFO (Last) (First) (Middle) 1000 MAIN STREET 3. Date of Earliest Transaction (Month/Day/Year) 12/03/2010 (Street) HOUSTON, TX 77002 4. If Amendment, Date 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 (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

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 12/03/2010   A   171,479 A (1) 171,479 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option - Right to Buy

$ 8.7

12/03/2010

A

22,370

12/03/2010

01/13/2016

Common Stock

22,370

(2)

22,370

D

Stock Option - Right to Buy

$ 8.84

12/03/2010

A

22,005

12/03/2010

02/17/2016

Common Stock

22,005

(3)

22,005

D

Stock Option - Right to Buy

$ 13.31

12/03/2010

A

29,957

12/03/2010

03/08/2012

Common Stock

29,957

(4)

29,957

D

Stock Option - Right to Buy

$ 13.06

12/03/2010

A

44,489

12/03/2010

03/07/2013

Common Stock

44,489

(5)

44,489

D

Stock Option - Right to Buy

$ 3.67

12/03/2010

A

81,058

12/03/2010

03/03/2019

Common Stock

81,058

(6)

81,058

D

Stock Option - Right to Buy

$ 4.66

12/03/2010

A

101,957

12/03/2010

03/11/2020

Common Stock

101,957

(7)

101,957

D

Warrants

$ 21.87

12/03/2010

A

212

12/03/2010

01/03/2011

Common Stock

601

(8)

212

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
HOLDEN J WILLIAM III 1000 MAIN STREET HOUSTON, TX 77002			CFO

Signatures

/s/ J. William Holden III		12/07/2010
**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Received in exchange for 60,487 shares of common stock of Mirant Corporation ("Mirant") pursuant to the Agreement and Plan of Merger by and among Mirant, RRI Energy Holdings, Inc. and RRI Energy, Inc., now known as GenOn Energy, Inc. (the "Merger Agreement") based on the exchange ratio in the Merger Agreement.
(2)	Received pursuant to the Merger Agreement in exchange for stock options to acquire 7,891 shares of Mirant common stock for $24.64 per share.
(3)	Received pursuant to the Merger Agreement in exchange for stock options to acquire 7,762 shares of Mirant common stock for $25.05 per share.
(4)	Received pursuant to the Merger Agreement in exchange for stock options to acquire 10,567 shares of Mirant common stock for $37.71 per share.
(5)	Received pursuant to the Merger Agreement in exchange for stock options to acquire 15,693 shares of Mirant common stock for $37.02 per share.
(6)	Received pursuant to the Merger Agreement in exchange for stock options to acquire 28,592 shares of Mirant common stock for $10.40 per share.
(7)	Received pursuant to the Merger Agreement in exchange for stock options to acquire 35,964 shares of Mirant common stock for $13.19 per share.
(8)	Received pursuant to the Merger Agreement in exchange for warrants to acquire 212 shares of Mirant common stock for $21.87 per share.

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