Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
LIVENGOOD THOMAS C
   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)
SVP & Controller
(Last)
(First)
(Middle)
1000 MAIN STREET, 12TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
12/14/2012
(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 12/14/2012   F   9,903 (1) D $ 2.87 199,049 D  
Common Stock 12/14/2012   D   199,049 D (2) 0 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 Options $ 3.505 12/14/2012   D     33,500   (3) 03/10/2013 Common Stock 33,500 (3) 0 D  
Stock Options $ 8.135 12/14/2012   D     108,800   (4) 02/12/2014 Common Stock 108,800 (4) 0 D  
Stock Options $ 16.26 12/14/2012   D     9,106   (5) 02/19/2017 Common Stock 9,106 (5) 0 D  
Stock Options $ 23.375 12/14/2012   D     6,588   (6) 02/18/2018 Common Stock 6,588 (6) 0 D  
Stock Options $ 4.28 12/14/2012   D     34,920   (7) 03/02/2016 Common Stock 34,920 (7) 0 D  
Stock Options $ 3.81 12/14/2012   D     46,617   (8) 02/22/2021 Common Stock 46,617 (8) 0 D  
Stock Options $ 2.44 12/14/2012   D     76,699   (9) 02/26/2022 Common Stock 76,699 (9) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
LIVENGOOD THOMAS C
1000 MAIN STREET
12TH FLOOR
HOUSTON, TX 77002		       SVP & Controller  

Signatures

 /s/ Thomas C. Livengood   12/18/2012
**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) The reporting person disposed of these shares to satisfy tax withholding obligations related to the vesting of restricted stock units.
(2) 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.
(3) Upon completion of the Merger involving GenOn Energy, Inc. and NRG Energy, Inc., this fully-vested option was converted into an option to purchase 4,073 shares of NRG Energy, Inc. common stock at $28.83 per share.
(4) Upon completion of the Merger involving GenOn Energy, Inc. and NRG Energy, Inc., this fully-vested option was converted into an option to purchase 13,230 shares of NRG Energy, Inc. common stock at $66.90 per share.
(5) Upon completion of the Merger involving GenOn Energy, Inc. and NRG Energy, Inc., this fully-vested option was converted into an option to purchase 1,107 shares of NRG Energy, Inc. common stock at $133.72 per share.
(6) Upon completion of the Merger involving GenOn Energy, Inc. and NRG Energy, Inc., this fully-vested option was converted into an option to purchase 801 shares of NRG Energy, Inc. common stock at $192.23 per share.
(7) Upon completion of the Merger involving GenOn Energy, Inc. and NRG Energy, Inc., this fully-vested option was converted into an option to purchase 4,246 shares of NRG Energy, Inc. common stock at $35.20 per share.
(8) Upon completion of the Merger involving GenOn Energy, Inc. and NRG Energy, Inc., this fully-vested option was converted into an option to purchase 5,668 shares of NRG Energy, Inc. common stock at $31.34 per share.
(9) 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 9,326 shares of NRG Energy, Inc. common stock at $20.07 per share.

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