SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Gutierrez Mauricio (Last) (First) (Middle) 804 CARNEGIE CENTER (Street) PRINCETON NJ 08540 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol NRG ENERGY, INC. [ NRG ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) President & CEO
	3. Date of Earliest Transaction (Month/Day/Year) 01/02/2021
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $.01 per share	01/02/2021		M		123,374	A	$0(1)	1,024,374	D
Common Stock, par value $.01 per share	01/02/2021		A		50,012(2)	A	$0.0000(3)	1,074,386	D
Common Stock, par value $.01 per share	01/02/2021		M		5,331	A	$0(4)	1,079,717	D
Common Stock, par value $.01 per share	01/02/2021		F		9,547	D	$0.0000(5)	1,070,170(6)	D
Common Stock, par value $.01 per share	01/02/2021		F		9,908	D	$0.0000(7)	1,060,262(8)	D
Common Stock, par value $.01 per share	01/02/2021		F		10,511	D	$0.0000(9)	1,049,751(10)	D
Common Stock, par value $.01 per share	01/02/2021		F		81,020	D	$0.0000(11)	968,731	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Dividend Equivalent Rights	(12)	01/02/2021		M			5,331	01/02/2021	01/02/2021	Common Stock, par value $.01 per share	5,331	$0.0000	0.0000	D
Relative Performance Stock Units	(13)	01/02/2021		M			123,374	01/02/2021	01/02/2021	Common Stock, par value $.01 per share	123,374	$0.0000	0.0000	D
Relative Performance Stock Units	(14)	01/02/2021		A		77,042(15)		01/02/2024	01/02/2024	Common Stock, par value $.01 per share	77,042(16)	$0.0000	77,042	D

Explanation of Responses:

1. The Reporting Person was issued 97,916 RPSUs by NRG under the LTIP on January 2, 2018 that vested on January 2, 2021. On the vesting date the Reporting Person was entitled to receive a maximum of 195,832shares of Common Stock if the company achieved 100% increase in total shareholder return since the grant date (the "Maximum"), 97,916 shares of Common Stock if there is no change in total shareholder return since thegrant date (the "Target") or 24,479 shares of Common Stock if there is a 25% decrease in total shareholder return since the grant date (the "Threshold"). The Reporting Person wouldnot have received any shares of CommonStock if total shareholder return had decreased by more than 25% since the grant date. The number of shares that the Reporting Person could have received in interpolated for total shareholder return fall between Threshold,Target and Maximum levels. On January 2, 2021 the reporting person vested in 123,374 shares.

2. Represents Restricted Stock Units issued to the Reporting Person under NRG Energy, Inc.'s Amended and Restated Long-Term Incentive Plan ("LTIP").

3. Each RSU is equivalent in value to one share of NRG's Common Stock, par value $.01 per share. The Reporting Person will receive from NRG one such share of Common Stock for each RSU that will vest ratably over a three year period beginning on the first anniversary of the date of grant.

4. In connection with the vesting of the RPSUs described above, an incremental 5,331 DERs vested. Dividend equivalent rights accrue on the Reporting Person's restricted stock units or relative performance stock units, which become exercisable proportionately with the restricted stock units or relative performance stock units to which they relate and may only be settled in NRG common stock. Each dividend equivalent right is the economic equivalent of one share of NRG common stock.

5. On January 2, 2019, the Reporting Person was issued 47,842 Restricted Stock Units ("RSUs") by NRG Energy, Inc. under NRG Energy, Inc.'s Amended and Restated Long Term Incentive Plan. Each RSU is equivalentin value to one share of NRG's common stock, par value $.01. On January 2, 2021 15,931 shares vested. The Reporting Person elected to satisfy their tax obligation upon the exchange of common stock for RSUs having a value on the date of the exchange equal to the withholding obligation. This form reflects the surrender of 9,547 shares of common stock to satisfy the grantee's tax withholding obligation.

6. In connection with the vesting of the RSUs described above, 624 DERs vested, resulting in the Reporting Person holding 3,229 dividend equivalent rights in the aggregate. Dividend equivalent rights accrue on theReporting Person's restricted stock units, market stock units or relative performance stock units, which become exercisable proportionately with the restricted stock units, market stock units or relative performance stock units.

7. On January 2, 2018, the Reporting Person was issued 59,692 Restricted Stock Units ("RSUs") by NRG Energy, Inc. under NRG Energy, Inc.'s Amended and Restated Long Term Incentive Plan. Each RSU is equivalent in value to one share of NRG's common stock, par value $.01. On January 2, 2021 19,938 shares vested. The Reporting Person elected to satisfy their tax obligation upon the exchange of common stock for RSUs having avalue on the date of the exchange equal to the withholding obligation. This form reflects the surrender of 9,908 shares of common stock to satisfy the grantee's tax withholding obligation.

8. In connection with the vesting of the RSUs described above, 861 DERs vested, resulting in the Reporting Person holding 2,368 dividend equivalent rights in the aggregate. Dividend equivalent rights accrue on theReporting Person's restricted stock units, market stock units or relative performance stock units, which become exercisable proportionately with the restricted stock units, market stock units or relative performance stockunits.

9. On January 2, 2020, the Reporting Person was issued 48,401 Restricted Stock Units ("RSUs") by NRG Energy, Inc. under NRG Energy, Inc.'s Amended and Restated Long Term Incentive Plan. Each RSU is equivalentin value to one share of NRG's common stock, par value $.01. On January 2, 2021 16,117 shares vested. The Reporting Person elected to satisfy their tax obligation upon the exchange of common stock for RSUs having a value on the date of the exchange equal to the withholding obligation. This form reflects the surrender of 10,511 shares of common stock to satisfy the grantee's tax withholding obligation.

10. In connection with the vesting of the RSUs described above, 580 DERs vested, resulting in the Reporting Person holding 1,788 dividend equivalent rights in the aggregate. Dividend equivalent rights accrue on the Reporting Person's restricted stock units, market stock units or relative performance stock units, which become exercisable proportionately with the restricted stock units, market stock units or relative performance stockunits.

11. The Reporting Person elected to satisfy their tax withholding obligation upon the exchange of common stock for RPSUs having a value on the date of the exchange equal to the withholding obligation. Thisform reflects the surrender of 81,020 shares of common stock to satisfy the grantee's tax withholding obligation

12. In connection with the vesting of the RPSUs described above, an incremental 5,331 DERs vested. Dividend equivalent rights accrue on the Reporting Person's restricted stock units, market stock units orrelative performance stock units, which become exercisable proportionately with the restricted stock units, market stock units or relative performance stock units to which they relate and may only be settled inNRG common stock. Each dividend equivalent right is the economic equivalent of one share of NRG common stock.

13. The Reporting Person was issued 97,916 RPSUs by NRG under the LTIP on January 2, 2018 that vested on January 2, 2021. On the vesting date the Reporting Person was entitled to receive a maximum of 195,832 shares of Common Stock if the company achieved 100% increase in total shareholder return since the grant date (the "Maximum"), 97,916 shares of Common Stock if there is no change in total shareholder return since the grant date (the "Target") or 24,479 shares of Common Stock if there is a 25% decrease in total shareholder return since the grant date (the "Threshold"). The Reporting Person wouldnot have received any shares of Common Stock if total shareholder return had decreased by more than 25% since the grant date. The number of shares that the Reporting Person could have received in interpolated for total shareholder return fall between Threshold, Target and Maximum levels. On January 2, 2021 the reporting person vested in 123,374 shares.

14. The Reporting Person was issued 77,042 Relative Performance Stock Units ("RPSUs") by NRG Energy, Inc. under the LTIP on January 2, 2021. The RPSUs will convert to shares of NRG Common Stockon January 2, 2024 only in the event the Company has achieved a certain level of total shareholder return ("TSR") relative to the Peer Group (defined below) over a three-year performance period. The numberof shares of Common Stock that the Reporting Person may receive is interpolated for TSR falling between Threshold, Target, and Maximum levels as described below.

15. Reporting Person will receive(i) a maximum of 154,084 shares of Common Stock if 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) 77,042 shares of Common Stock if 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) 19,260 shares of Common Stock if Company's TSR is ranked at the 25th percentile relative to the Peer Group for the performance period(the "Threshold"). The Reporting Person will not receive any shares of Common Stock if Company's TSR is below the 25th percentile relative to the Peer Group for the performance period.

16. The Maximum award that the Reporting Person will receive shall not exceed six (6) times the fair market value of the Target award, determined as of the date of grant.

	Christine Zoino, by Power of Attorney	01/05/2021
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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