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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
RAGAN JOHN W NRG ENERGY, INC. 211 CARNEGIE CENTER PRINCETON, NJ 08540 |
EVP& Regional Pres Gulf Coast |
/s/ John W. Ragan | 08/17/2011 | |
**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) | Represents Restricted Stock Units issued to Mr. Ragan by NRG Energy, Inc. under the NRG Energy, Inc. Long-Term Incentive Plan. |
(2) | Each Restricted Stock Unit is equivalent in value to one share of NRG Energy, Inc.'s Common Stock, par value $0.01 per share. Mr. Ragan will receive from NRG Energy, Inc. one such share of Common Stock for each Restricted Stock Unit on August 15, 2016. Notwithstanding the foregoing, (a) in the event that the Company's Total Shareholder Return (as defined below) has increased by at least 25% between the Date of Grant and August 15, 2014, then the RSUs will vest in full on August 15, 2014, and (b) in the event that the Minimum TSR Condition was not satisfied as of August 15, 2014, but is satisfied as of August 15, 2015, then the RSUs will vest in full on such date. "Total Shareholder Return" shall include the average closing price of a share of Common on the determination date and 19 preceding trading days (20-day average) and (ii) any dividends paid between the Date of Grant and the vesting date. |
(3) | Includes 370 shares acquired under NRG Energy, Inc.'s Employee Stock Purchase Plan since the Reporting Person's last fiing. |