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^*

Freeland Clint

(Last)

(First)

(Middle)

NRG ENERGY, INC.

211 CARNEGIE CENTER

(Street)

PRINCETON

08540

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/03/2008

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)
Sr. VP & CFO

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	8,662⁽¹⁾	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)
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)
Non-Qualified Stock Options	01/03/2008⁽²⁾	01/03/2013	Common Stock, par value $.01 per share	7,000	27.915	D
Non-Qualified Stock Options	05/16/2008⁽³⁾	05/16/2013	Common stock, par value $.01 per share	6,500	41.605	D
Non-Qualified Stock Options	01/02/2009⁽⁴⁾	01/02/2014	Common Stock, par value $.01 per share	6,400	42.82	D
Performance Unit	01/03/2010	01/03/2017	Common Stock, par value $.01 per share	3,200	⁽⁵⁾	D
Performance Unit	05/16/2010	05/16/2017	Common Stock, par value $.01 per share	3,200	⁽⁶⁾	D
Performance Unit	01/02/2011	01/02/2018	Common Stock, par value $.01 per share	2,400	⁽⁷⁾	D

Explanation of Responses:

1. Includes Restricted Stock Units ("RSU")issued to Mr. Freeland by NRG Energy, Inc. ("NRG") under NRG's Long-Term Incentive Plan. Each RSU is equivalent in value to one share of NRG's Common Stock, par value $.01. Mr. Freeland will receive from NRG one such share of Common Stock, as follows: (i) 2,000 shares on August 1, 2008; (ii) 3,800 shares on February 3, 2009; (iii) 800 shares on January 3, 2010; (iv) 820 shares on May 16, 2010; and (v) 600 shares on January 2, 2011.

2. Pursuant to the Grant Agreement by and between NRG Energy, Inc. and Mr. Freeland, 33 1/3% of the Stock Options vested on January 3, 2008. The remaining balance will vest as follows: 33 1/3% on January 3, 2009 and 33 1/3% on January 3, 2010.

3. Pursuant to the Grant Agreement by and between NRG Energy, Inc. and Mr. Freeland, the Stock Options will vest and become exercisable as follows: 33 1/3% on May 16, 2008; 33 1/3% on May 16, 2009; and 33 1/3% on May 16, 2010.

4. Pursuant to the Grant Agreement by and between NRG Energy, Inc. and Mr. Freeland, the Stock Options will vest and become exercisable as follows: 33 1/3% on January 2, 2009; 33 1/3% on January 2, 2010; and 33 1/3% on January 2, 2011.

5. Each Performance Unit will be paid out on January 3, 2010 if the average closing price of NRG Energy, Inc.'s Common Stock for the ten trading days prior to January 3, 2010 (the "Measurement Price")is equal to or greater than $38.095 (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 $44.74 (the "Maximum Price"); and (iii) two shares of Common Stock, if the Measurement Price is equal to or greater than the Maximum Price.

6. Each Performance Unit will be paid out on May 16, 2010 if the average closing price of NRG Energy, Inc.'s Common Stock for the ten trading days prior to May 16, 2010 (the "Measurement Price")is equal to or greater than $57.20 (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 $67.11 (the "Maximum Price"); and (iii) two shares of Common Stock, if the Measurement Price is equal to or greater than the Maximum Price.

7. Each Performance Unit will be paid out on January 2, 2011 if the average closing price of NRG Energy, Inc.'s Common Stock for the ten trading days prior to January 2, 2011 (the "Measurement Price")is equal to or greater than $60.16 (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 $70.35 (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/ Brian Curci, under Power of Attorney	03/05/2008
	** 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.

February 28, 2008

POWER OF ATTORNEY

	KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of David Crane, J. Andrew Murphy, Tanuja M. Dehne and Brian Curci,
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.

Clint Freeland

/s/Clint Freeland
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