SEC Filing | NRG Energy, Inc.

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

BLACKSTONE MANAGEMENT ASSOCIATES IV LLC

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/09/2006

3. Issuer Name and Ticker or Trading Symbol
NRG ENERGY, INC. [ NRG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
See Remarks

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock, par value $0.01 per share	6,619,165	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common stock, par value $0.01 per share	1,259,655	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common stock, par value $0.01 per share	416,320	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common stock, par value $0.01 per share	115,370	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common stock, par value $0.01 per share	15,251	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

1. Name and Address of Reporting Person^*

BLACKSTONE MANAGEMENT ASSOCIATES IV LLC

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blackstone TG Capital Partners IV L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blackstone TG Capital Partners IV-B L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BLACKSTONE FAMILY INVESTMENT PARTNERSHIP IV-A LP

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BLACKSTONE CAPITAL PARTNERS IV-A LP

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Blackstone Participation Partnership IV L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

PETERSON PETER G

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SCHWARZMAN STEPHEN A

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Explanation of Responses:

1. Blackstone TG Capital Partners IV L.P., Blackstone TG Capital Partners IV-B L.P., Blackstone Family Investment Partnership IV-A L.P., Blackstone Capital Partners IV-A L.P. and Blackstone Participation Partnership IV L.P. (collectively, the "Blackstone Funds") directly own respectively 6,619,165, 1,259,655, 416,320, 115,370 and 15,251 shares of NRG Energy, Inc.'s common stock (the "Common Stock") reported as beneficially owned in the above table. Blackstone Management Associates IV L.L.C. is the sole general partner of each of the Blackstone Funds and, as such, may be deemed to share beneficial ownership of the shares of Common Stock held by the Blackstone Funds.

2. Messrs. Peter G. Peterson and Stephen A. Schwarzman are the founding members of Blackstone Management Associates IV L.L.C. and, as such, may be deemed to share beneficial ownership of the shares of Common Stock held by the Blackstone Funds.

3. Information with respect to each of the Reporting Persons is given solely by such Reporting Persons, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

4. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons, other than the Blackstone Funds, herein states that this filing shall not be deemed an admission that he or it is the beneficial owner of any of the shares of Common Stock covered by this Statement. Each of Blackstone Management Associates IV L.L.C., Messrs. Peter G. Peterson and Stephen A. Schwarzman disclaims beneficial ownership of the Common Stock, except to the extent of its or his pecuniary interest in such shares of Common Stock.

Remarks:

As described in Amendment No. 1 to Schedule 13D filed on August 11, 2006 with respect to the Common Stock by the Reporting Persons and the other filers listed on the signature pages thereto (the "Other 13D Filers"), the Blackstone Funds and certain Other 13D Filers may be deemed to be a "group" under Section 13(d) of the Securities Exchange Act and each Reporting Person may be deemed to have beneficial ownership of 10% or more of the Common Stock. Each Reporting Person expressly disclaims membership in any such group under Section 13(d) of the Securities Exchange Act or for any other purpose.

	/s/ David Foley (on behalf of Blackstone Management Associates IV L.L.C.)	08/11/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

Exhibit 99

Joint Filer Information

Date of Event Requiring Statement:	August 9, 2006

Issuer Name and Ticker or Trading	NRG Energy, Inc. [NRG]
Symbol:

Designated Filer:	Blackstone Management Associates IV L.L.C.

Other Joint Filers:	Blackstone TG Capital Partners IV L.P.
	Blackstone TG Capital Partners IV-B L.P.
	Blackstone Capital Partners IV-A L.P.
	Blackstone Participation Partnership IV L.P.
	Blackstone Family Investment Partnership IV-A L.P.
	Peter G. Peterson
	Stephen A. Schwarzman

Addresses:	The principal business address of each of the Joint Filers above is c/o The Blackstone Group, 345 Park Avenue, New York, New York 10154.

Signatures:

	BLACKSTONE TG CAPITAL PARTNERS IV L.P.

	By:	Blackstone Management Associates IV L.L.C., as
		General Partner

	By:	/s/ David Foley
		Name:	David Foley
		Title:	Member


	BLACKSTONE TG CAPITAL PARTNERS IV-B L.P.

	By:	Blackstone Management Associates IV L.L.C., as
		General Partner

	By:	/s/ David Foley
		Name:	David Foley
		Title:	Member


	BLACKSTONE CAPITAL PARTNERS IV-A L.P.

	By:	Blackstone Management Associates IV L.L.C., as
		General Partner

	By:	/s/ David Foley
		Name:	David Foley
		Title:	Member

BLACKSTONE PARTICIPATION PARTNERSHIP IV L.P.

By:	Blackstone Management Associates IV L.L.C., as
	General Partner

By:	/s/ David Foley
	Name:	David Foley
	Title:	Member


BLACKSTONE FAMILY INVESTMENT PARTNERSHIP IV-A L.P.

By:	Blackstone Management Associates IV L.L.C., as
	General Partner

By:	/s/ David Foley
	Name:	David Foley
	Title:	Member


BLACKSTONE MANAGEMENT ASSOCIATES IV L.L.C.

By:	/s/ David Foley
	Name:	David Foley
	Title:	Member


/s/ Peter G. Peterson
PETER G. PETERSON


/s/ Stephen A. Schwarzman
STEPHEN A. SCHWARZMAN

Date: August 11, 2006