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^*

Chillemi John V

(Last)

(First)

(Middle)

NRG ENERGY, INC.

211 CARNEGIE CENTER

(Street)

PRINCETON

08540

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/31/2015

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)
Executive VP-Business Dev.

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	27,493⁽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 Option	01/13/2006	01/13/2016	Common Stock, par value $01 per share	208	71.55	D
Non-Qualified Stock Option	02/17/2006	02/17/2016	Common Stock, par value $.01 per share	205	72.7	D
Non-Qualified Stock Option	03/03/2009	03/03/2019	Common Stock, par value $01 per share	2,604	30.19	D
Non-Qualified Stock Option	03/11/2010	03/11/2020	Common Stock, par value $.01 per share	2,947	38.33	D
Non-Qualified Stock Option	02/23/2011	02/22/2021	Common Stock, par value $.01 per share	3,835	31.34	D
Non-Qualified Stock Option	02/27/2012	02/26/2022	Common Stock, par value $.01 per share	6,109	20.07	D
Market Stock Units	01/02/2016	01/02/2016	Common Stock, par value $01 per share	20,200	⁽²⁾⁽³⁾	D
Market Stock Units	01/02/2017	01/02/2017	Common Stock, par value $.01 per share	21,036	⁽⁴⁾⁽⁵⁾	D
Market Stock Units	01/02/2018	01/02/2018	Common Stock, par value $.01 per share	22,104	⁽⁶⁾⁽⁷⁾	D

Explanation of Responses:

1. Includes 17,773 Restricted Stock Units ("RSUs") issued to Mr. Chillemi by NRG Energy, Inc. under NRG's Long Term Incentive Plan ("LTIP") and 2,320 dividend equivalent rights ("DERs"). Each RSU is equivalent in value to one share of NRG's Common Stock, par value $.01. Upon vesting of the RSUs, Mr. Chillemi will receive from NRG the following: 6,000 shares issued on January 2, 2016; (ii) 5,773 shares issued on January 2, 2017; (iii) 6,000 shares issued on January 2, 2018. Each DER will accrue on Mr. Chillemi's RSUs or MSUs and will become exercisable proportionately with the RSUs or MSUs to which they relate and can only be settled in NRG common stock. Each DER is the economic equivalent to one share of NRG common stock.

2. Mr. Chillemi was issued 10,100 Market Stock Units ("MSUs") by NRG under the LTIP on January 2, 2013. The MSUs will convert to shares of NRG Common Stock on January 2, 2016 only in the event the Company has achieved a certain level of total shareholder return ("TSR"). TSR will consist of the average of the closing price of NRG's Common Stock on January 2, 2016 and the nineteen preceding trading days and any dividends paid since the grant date as determined by the Compensation Committee.

3. Mr. Chillemi will receive a maximum of 20,200 shares of Common Stock if the Company has achieved a 100% increase in TSR since the grant date (the "Maximum"); 10,100 shares of Common Stock if there is no change in TSR since the grant date (the "Target"), or 5,050 shares of Common Stock if there is a 50% decrease in TSR since the grant date (the "Threshold"). Mr. Chillemi will not receive any shares of Common Stock if TSR has decreased by more than 50% since the grant date. The number of shares of Common Stock that Mr. Chillemi may receive is interpolated for TSR falling between Threshold, Target, and Maximum levels.

4. Mr. Chillemi was issued 10,518 Market Stock Units ("MSUs") by NRG under the LTIP on January 2, 2014. The MSUs will convert to shares of NRG Common Stock on January 2, 2017 only in the event the Company has achieved a certain level of total shareholder return ("TSR"). TSR will consist of the average of the closing price of NRG's Common Stock on January 2, 2017 and the nineteen preceding trading days and any dividends paid since the grant date as determined by the Compensation Committee.

5. Mr. Chillemi will receive a maximum of 21,036 shares of Common Stock if the Company has achieved a 100% increase in TSR since the grant date (the "Maximum"); 10,518 shares of Common Stock if there is no change in TSR since the grant date (the "Target"), or 7,889 shares of Common Stock if there is a 25% decrease in TSR since the grant date (the "Threshold"). Mr. Chillemi will not receive any shares of Common Stock if TSR has decreased by more than 25% since the grant date. The number of shares of Common Stock that Mr. Chillemi may receive is interpolated for TSR falling between Threshold, Target, and Maximum levels.

6. Mr. Chillemi was issued 11,052 Market Stock Units ("MSUs") by NRG under the LTIP on January 2, 2015. The MSUs will convert to shares of NRG Common Stock on January 2, 2018 only in the event the Company has achieved a certain level of total shareholder return ("TSR"). TSR will consist of the average of the closing price of NRG's Common Stock on January 2, 2018 and the nineteen preceding trading days and any dividends paid since the grant date as determined by the Compensation Committee.

7. Mr. Chillemi will receive a maximum of 22,104 shares of Common Stock if the Company has achieved a 100% increase in TSR since the grant date (the "Maximum"); 11,052 shares of Common Stock if there is no change in TSR since the grant date (the "Target"), or 8,289 shares of Common Stock if there is a 25% decrease in TSR since the grant date (the "Threshold"). Mr. Chillemi will not receive any shares of Common Stock if TSR has decreased by more than 25% since the grant date. The number of shares of Common Stock that Mr. Chillemi may receive is interpolated for TSR falling between Threshold, Target, and Maximum levels.

	/s/ Brian Curci, by Power of Attorney	01/05/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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