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* Wilson Denise (Last) (First) (Middle) 211 CARNEGIE CENTER (Street) PRINCETON NJ 08540 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/07/2006	3. Issuer Name and Ticker or Trading Symbol NRG ENERGY, INC. [ NRG ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Administrative Officer	5. If Amendment, Date of 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

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 .01 per share	9,062(1)(2)(3)	D

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Options	03/02/2005(4)	03/02/2014(4)	Comon stock, par value .01 per share	16,000	19.9	D
Non-Qualified Stock Options	08/01/2006(5)	08/01/2011(6)	Common stock, par value .01 per share	7,000	38.8	D
Non-Qualified Stock Options	01/03/2007(7)	01/03/2012(6)	Common stock, par value .01 per share	11,000	47.95	D
Performance Units	08/01/2008	08/01/2008	Common stock, par value .01 per share	4,000	(8)	D
Performance Units	01/03/2009	01/03/2009	Common stock, par value .01 per share	5,000	(9)	D

Explanation of Responses:

1. Represents the following securities issued to Ms. Wilson by NRG Energy, Inc. under NRG's Long Term Incentive Plan: (i) 4,400 Restricted Stock Units ("RSUs") issued on March 2, 2004; (ii) 1,000 RSUs issued on August 1, 2005; (iii) 1,300 RSUs issued on January 3, 2006; and (iv) 2,362 Deferred Stock Units issued on March 14, 2005.

2. Each RSU is equivalent in value to one share of NRG's Common Stock, par value $0.01. Ms. Wilson will receive from NRG one such share of Common Stock for each RSU as follows: (i) 4,400 shares on March 2, 2007; (ii) 1,000 shares on August 1, 2008; (iii) 1,300 shares on January 3, 2009.

3. On March 14, 2005, Ms. Wilson was issued 2,362 Deferred Stock Units ("DSU's") by NRG Energy, Inc. under NRG Energy, Inc.'s Long Term Incentive Plan. Each DSU is equivalent in value to one share of NRG's Common Stock, par value $0.01. Ms. Wilson will receive from NRG Energy, Inc. one such share of Common Stock for each DSU she owns six months from the date of her termination with NRG Energy, Inc.

4. Pursuant to the Grant Agreement by and between NRG Energy, Inc. and Ms. Wilson, the Stock Options will vest and become exercisable as follows: 33 1/3% on March 2, 2005, 33 1/3% on March 2, 2006 and 33 1/3% on March 2, 2007. These stock options expire ten years from the date of the grant.

5. Pursuant to the Grant Agreement by and between NRG Energy, Inc. and Ms. Wilson, the Stock Options will vest and become exercisable as follows: 33 1/3% on August 1, 2006, 33 1/3% on August 1, 2007 and 33 1/3% on August 1, 2008.

6. Stock options expire six years from the date of the grant.

7. Pursuant to the Grant Agreement by and between NRG Energy, Inc. and Ms. Wilson, the Stock Options will vest and become exercisable as follows: 33 1/3% on January 3, 2007, 33 1/3% on January 3, 2008 and 33 1/3% on January 3, 2009.

8. Ms. Wilson was issued 2,000 Performance Units by NRG Energy, Inc. under NRG Energy, Inc.'s Long Term Incentive Plan on August 1, 2005. Each Performance Unit will be paid out on August 1, 2008 if the average closing price of NRG Energy, Inc.'s Common Stock for the ten trading days prior to August 1, 2008 (the "Measurement Price") is equal to or greater than $54.50 (the "Target Price"). The payout for each Performance Unit will be equal to: (i) one share of Common Stock, if the Measurement Price equals the Target Price; (ii) a prorated amount in between one and two shares of Common Stock, if the Measurement Price is greater than the Target Price but less than $63.75 (the "Maximum Price"); and (iii) two shares of Common Stock, if the Measurement Price is equal to or greater than the Maximum Price.

9. Ms. Wilson was issued 2,500 Performance Units by NRG Energy, Inc. under NRG Energy, Inc.'s Long Term Incentive Plan on January 3, 2006. Each Performance Unit will be paid out on January 3, 2009 if the average closing price of NRG Energy, Inc.'s Common Stock for the ten trading days prior to January 3, 2009 (the "Measurement Price") is equal to or greater than $67.37 (the "Target Price"). The payout for each Performance Unit will be equal to: (i) one share of Common Stock, if the Measurement Price equals the Target Price; (ii) a prorated amount in between one and two shares of Common Stock, if the Measurement Price is greater than the Target Price but less than $79.49 (the "Maximum Price"); and (iii) two shares of Common Stock, if the Measurement Price is equal to or greater than the Maximum Price.

Remarks:

	/s/Denise Wilson	09/12/2006
	** 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).
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September 7, 2006

POWER OF ATTORNEY

	KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of David W. Crane, Timothy W. J. O'Brien, Tanuja M. Dehne and
Deborah R. Fry, signing singly, the undersigned's true and lawful
attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director and/or owner of greater
than 10% of the outstanding Common Stock of NRG Energy, Inc., a Delaware
corporation (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a)
of the Securities Exchange Act of 1934 and the rules thereunder; (ii) do and
perform any and all acts for and on behalf of the undersigned which may be
necessary or desirable to complete and execute any such Form 3, 4, or 5 and
timely file such form with the United States Securities and Exchange Commission
and any stock exchange or similar authority, including the New York Stock
Exchange; and (iii) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the undersigned, it
being understood that the documents executed by such attorney-in-fact on behalf
of the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may approve in
such attorney-in-fact's discretion.

	The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this power of
attorney and the rights and powers herein granted.  Each of the undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with Section 16 of
the Securities Exchange Act of 1934.

	This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by each of the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact.

	IN WITNESS WHEREOF, the undersigned have caused this Power of Attorney to be
executed as of date first written above.

/s/Denise Wilson
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