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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 | ||||||||
Stock Option (right to buy) | $ 71.55 | 12/14/2012 | A | 139,908 | 12/14/2012 | 01/13/2016 | Common Stock, par value $.01 per share | 139,908 | (7) | 139,908 | D | ||||
Stock Option (right to buy) | $ 72.7 | 12/14/2012 | A | 137,619 | 12/14/2012 | 02/17/2016 | Common Stock, par value $.01 per share | 137,619 | (8) | 137,619 | D | ||||
Stock Option (right to buy) | $ 107.41 | 12/14/2012 | A | 45,071 | 12/14/2012 | 03/07/2013 | Common Stock, par value $.01 per share | 45,071 | (9) | 45,071 | D | ||||
Stock Options (right to buy) | $ 30.19 | 12/14/2012 | A | 76,420 | 12/14/2012 | 03/03/2019 | Common Stock, par value $.01 per share | 76,420 | (10) | 76,420 | D | ||||
Stock Option (right to buy) | $ 38.33 | 12/14/2012 | A | 69,491 | 12/14/2012 | 03/11/2020 | Common Stock, par value $.01 per share | 69,491 | (11) | 69,491 | D | ||||
Stock Option (right to buy) | $ 31.34 | 12/14/2012 | A | 90,548 | 12/14/2012 | 02/22/2021 | Common Stock, par value $.01 per share | 90,548 | (12) | 90,548 | D | ||||
Stock Option (right to buy) | $ 20.7 | 12/14/2012 | A | 141,885 | 01/04/2013 | 02/26/2022 | Common Stock, par value $.01 per share | 141,885 | (13) | 141,885 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MULLER EDWARD R NRG ENERGY, INC. 211 CARNEGIE CENTER PRINCETON, NJ 08533 |
X |
/s/ Brian Curci, under Power of Attorney | 12/18/2012 | |
**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) | Received in exchange for 2,393,913 shares of GenOn Energy, Inc. common stock in connection with the merger of Plus Merger Corporation, a wholly owned subsidiary of NRG Energy, Inc., into GenOn Energy, Inc. (the "Merger"). |
(2) | Represents Deferred Stock Units issued to Mr. Muller by NRG Energy, Inc. under NRG Energy, Inc.'s Amended and Restated Long-Term Incentive Plan. |
(3) | Each Deferred Stock Unit is equivalent in value to one share of NRG Energy, Inc.'s Common Stock, par value $.01 per share. Mr. Muller will receive from NRG Energy, Inc. one such share of Common Stock for each Deferred Stock Unit he owns upon termination of his service on NRG Energy, Inc.'s Board of Directors. |
(4) | Represents time-based restricted stock awards that will vest on January 4, 2013. |
(5) | Received in the Merger in exchange for 1,135,933 shares of time-based restricted stock of GenOn Energy, Inc. |
(6) | Received in exchange for 1,190,573 shares of GenOn Energy, Inc. common stock in connection with the Merger. |
(7) | Received in the Merger in exchange for a stock option to acquire 1,150,567 shares of GenOn Energy,Inc. common stock for $8.70 per share. |
(8) | Received in the Merger in exchange for a stock option to acquire 1,131,737 shares of GenOn Energy,Inc. common stock for $8.84 per share. |
(9) | Received in the Merger in exchange for a stock option to acquire 370,653 shares of GenOn Energy,Inc. common stock for $13.06 per share. |
(10) | Received in the Merger in exchange for a stock option to acquire 628,459 shares of GenOn Energy,Inc. common stock for $3.67 per share. |
(11) | Received in the Merger in exchange for a stock option to acquire 571,473 shares of GenOn Energy,Inc. common stock for $4.66 per share. |
(12) | Received in the Merger in exchange for a stock option to acquire 744,641 shares of GenOn Energy,Inc. common stock for $3.81 per share. |
(13) | Received in the Merger in exchange for a stock option to acquire 1,166,823 shares of GenOn Energy, Inc. common stock for $2.44 per share. |