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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Moser Christopher (Last) (First) (Middle) NRG ENERGY, INC. 804 CARNEGIE CENTER (Street) PRINCETON NJ 08540 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/02/2018	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) Exec Vice Pres, Operations	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	91,751(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 Option	01/04/2010	01/04/2020	Common Stock, par value $.01 per share	4,600	23.87	D
Non-Qualified Stock Option	10/15/2010	10/15/2020	Commmon Stock, par value $.01 per share	16,700	20.86	D
Non-Qualified Stock Option	01/03/2011	01/03/2021	Common Stock, par value $.01 per share	14,200	19.83	D
Market Stock Units	01/02/2018	01/02/2018	Common Stock, par value $.01 per share	11,743	(2)(3)	D
Market Stock Units	01/04/2019	01/04/2019	Common Stock, par value $.01 per share	24,906	(4)(5)	D
Relative Performance Stock Units	01/03/2020	01/03/2020	Common Stock, par value $.01 per share	26,320	(6)(7)	D

Explanation of Responses:

1. Includes 38,806 Restricted Stock Units ("RSUs") issued to Mr. Moser by NRG Energy, Inc. under NRG's Long Term Incentive Plan ("LTIP") and 2,385 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. Moser will receive from NRG the following: (i) 6,375 shares issued on January 2, 2018; (ii) 5,584 shares issued on January 3, 2018; (iii) 5,584 shares issued on January 3, 2019; (iv) 15,662 shares issued on January 4, 2019; and (v) 5,601 shares issued on January 3, 2020. Each DER will accrue on Mr. Moser's RSUs, Market Stock Units ("MSUs") or Relative Performance Stock Units ("RPSUs") and will become exercisable proportionately with the RSUs, MSUs, or RPSUs 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. Moser was issued 11,743 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.

3. Mr. Moser will receive a maximum of 23,486 shares of Common Stock if the Company has achieved a 100% increase in TSR since the grant date (the "Maximum"); 11,743 shares of Common Stock if there is no change in TSR since the grant date (the "Target"), or 8,807 shares of Common Stock if there is a 25% decrease in TSR since the grant date (the "Threshold"). Mr. Moser 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. Moser may receive is interpolated for TSR falling between Threshold, Target, and Maximum levels.

4. Mr. Moser was issued 24,906 MSUs by NRG under the LTIP on January 4, 2016. The MSUs will convert to shares of NRG Common Stock on January 4, 2019 only in the event the Company has achieved a certain level of 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.

5. Mr. Moser will receive a maximum of 49,812 shares of Common Stock if the Company has achieved a 100% increase in TSR since the grant date (the "Maximum"); 24,906 shares of Common Stock if there is no change in TSR since the grant date (the "Target"), or 18,680 shares of Common Stock if there is a 25% decrease in TSR since the grant date (the "Threshold"). Mr. Moser 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. Moser may receive is interpolated for TSR falling between Threshold, Target, and Maximum levels.

6. Mr. Moser was issued 26,320 RPSUs by NRG under the LTIP on January 3, 2017. The RPSUs will convert to shares of NRG Common Stock on January 3, 2020 only in the event the Company has achieved a certain level of TSRs relative to the Peer Group (defined below) over a three-year performance period. The number of shares of Common Stock that the Reporting Person may receive is interpolated for TSR falling between Threshold, Target, and Maximum levels as described below.

7. Mr. Moser will receive (i) a maximum of 52,640 shares of Common Stock if the Company's TSR is ranked at or above the 75th percentile relative to a peer group of companies approved by the Company's Compensation Committee (the "Peer Group") for the performance period (the "Maximum"); (ii) 26,320 shares of Common Stock if the Company's TSR is ranked at the 55th percentile relative to the Peer Group for the performance period (the "Target"); provided, however, if TSR is less than negative fifteen percent (-15%), the Company's TSR must be ranked at the 65th percentile relative to the Peer Group for the performance period to receive the Target award; or (iii) 6,580 shares of Common Stock if the Company's TSR is ranked at the 25th percentile relative to the Peer Group for the performance period (the "Threshold"). Mr. Moser will not receive any shares of Common Stock if the Company's TSR is below the 25th percentile relative to the Peer Group for the performance period.

	/s/ Brian Curci, by Power of Attorney	01/03/2018
	** 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.