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

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| 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 ^*
CRANE DAVID W

(Last) | (First) | (Middle)
NRG ENERGY, INC.
211 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 and CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/03/2006

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 $0.01 per share ^(1) | 01/03/2006 | | A | | 17,000^(1) | A | ^(2) | 214,965^(3) | 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 | | | | | | | |
Non-Qualified Stock Option | $47.95 | 01/03/2006 | | A | | 142,857 | | 01/03/2007^(4) | 01/03/2012^(5) | Common Stock, par value $0.01 per share | 142,857 | $0.00 | 775,608 | D | | | | |
Performance Units | ^(6) | 01/03/2006 | | A | | 66,000 | | 01/03/2009^(6) | 01/03/2009 | Common Stock, par value $0.01 per share | 66,000 | $0.00 | 841,608 | D | | | | |
Explanation of Responses:
1. Represents Restricted Stock Units issued to Mr. Crane by NRG Energy, Inc. under NRG Energy, Inc.'s Long Term Incentive Plan.
2. Each Restricted Stock Unit is equivalent in value to one share of NRG Energy, Inc.'s Common Stock, par value $0.01. Mr. Crane will receive from NRG Energy, Inc. one such share of Common Stock for each Restricted Stock Unit on January 3, 2009.
3. Includes 173,394 Restricted Stock Units granted to Mr. Crane on December 5, 2003 as reported on Form 4/A filed on January 22, 2004. Mr. Crane will receive one share of NRG Energy, Inc.'s Common Stock, par value $0.01, on December 1, 2006 for each of these Restricted Stock Units.
4. Pursuant to the Grant Agreement by and between NRG Energy, Inc. and Mr. Crane, the Stock Options will vest and become exercisable as follows: 33 1/3% on January 3, 2007; 33 1/3% on January 3, 2008; and 33 1/3% on January 3, 2009.
5. Stock Options expire six years from the date of grant.
6. Mr. Crane was issued 33,000 Performance Units by NRG Energy, Inc. under NRG Energy, Inc.'s Long Term Incentive Plan on January 3, 2006. Each Performance Unit will be paid out on January 3, 2009 if the average closing price of NRG Energy, Inc.'s Common Stock for the ten trading days prior to January 3, 2009 (the "Measurement Price") is equal to or greater than $67.37 (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 $79.49 (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/ David Crane | 01/04/2006
| ** 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 4 (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.

May 28, 2004  

POWER OF ATTORNEY  

KNOW ALL BY THESE PRESENTS,
that 
the undersigned hereby constitutes and appoints each of Timothy
O'Brien and 
Marie Eitrheim, 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.  

David W. Crane  

/s/
David W. Crane