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* Bramnick Michael R. (Last) (First) (Middle) NRG ENERGY, INC. 211 CARNEGIE CENTER (Street) PRINCETON NJ 08540 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/18/2009	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 & General Counsel	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	4,300(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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Options	01/03/2007(2)	01/03/2013	Common Stock, par value $.01 per share	3,466	27.915	D
Non-Qualified Stock Options	01/02/2008(3)	01/02/2014	Common Stock, par value $.01 per share	6,200	42.82	D
Non-Qualified Stock Options	01/02/2009(4)	01/02/2015	Common Stock, par value $.01 per share	8,900	23.64	D
Performance Units	01/03/2007	01/03/2017	Common Stock, par value $.01 per share	2,400	(5)	D
Performance Units	01/02/2008	01/02/2018	Common Stock, par value $.01 per share	2,400	(6)	D
Performance Units	01/02/2009	01/02/2019	Common Stock, par value $.01 per share	4,200	(7)	D

Explanation of Responses:

1. Includes the following securities issued to Mr. Bramnick by NRG Energy, Inc. 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. Bramnick will receive from NRG one such share of Common Stock, as follows: (i) 600 Restricted Stock Units ("RSUs") issued on January 3, 2010; (ii) 600 RSUs issued on January 2, 2011; (iii) 1,100 RSUs issued on January 2, 2012.

2. Pursuant to the Grant Agreement by and between NRG Energy, Inc. and Mr. Bramnick, half of the Stock Options vested and became exercisable on January 3, 2009. The remaining balance will vest on January 3, 2010.

3. Pursuant to the Grant Agreement by and between NRG Energy, Inc. and Mr. Bramnick, 33 1/3% of the Stock Options vested and became exercisable on January 2, 2009. The remaining balance will vest as follows: 33 1/3% on January 2, 2010 and January 2, 2011.

4. Pursuant to the Grant Agreement by and between NRG Energy, Inc. and Mr. Bramnick, the Stock Options will vest and become exercisable as follows: 33 1/3% on January 2, 2010; 33 1/3% on January 2, 2011 and 33 1/3% on January 2, 2012.

5. Mr. Bramnick was issued 1,200 Performance Units by NRG Energy, Inc. under NRG Energy, Inc.'s Long Term Incentive Plan on January 3, 2007. 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. Mr. Bramnick was issued 1,200 Performance Units by NRG Energy, Inc. under NRG Energy, Inc.'s Long Term Incentive Plan on January 2, 2008. 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.

7. Mr. Bramnick was issued 2,100 Performance Units by NRG Energy, Inc. under NRG Energy, Inc.'s Long Term Incentive Plan on January 2, 2009. Each Performance Unit will be paid out on January 2, 2012 if the closing price of NRG's Common Stock January 2, 2012 (the "Measurement Price") is equal to or greater than $30.61 (the "Threshold Price"). The payout for each PU will be equal to a pro-rated amount in between one-half and one share of common stock if the Measurement Price equals or exceeds the Threshold Price but less than $33.21 (the "Target Price"). The payout for each PU will be equal to a pro-rated amount in between one and two shares of common stock if the Measurement Price is equal to the Target Price but less than $38.84 (the "Maximum Price"). The payout for each PU will be equal to 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	03/02/2009
	** 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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February 19, 2009
POWER OF ATTORNEY

	KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of David Crane, 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.

/s/Michael Bramnick