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 ^*
Winn Steve

(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)
| Director | | 10% Owner
X | Officer (give title below) | | Other (specify below)
Executive Vice President

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 | | 4,933^(1) | A | ^(2) | 10,163 | 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 | | 42,200 | | 01/03/2007^(3) | 01/03/2012^(4) | Common Stock, par value $0.01 per share | 42,200 | $0.00 | 61,200 | D | | | | |
Performance Units | ^(5) | 01/03/2006 | | A | | 19,600 | | 01/03/2009^(5) | 01/03/2009 | Common Stock, par value $0.01 per share | 19,600 | $0.00 | 80,800 | D | | | | |
Explanation of Responses:
1. Represents Restricted Stock Units issued to Mr. Winn 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. Winn will receive from NRG Energy, Inc. one such share of Common Stock for each Restricted Stock Unit on January 3, 2009.
3. Pursuant to the Grant Agreement by and between NRG Energy, Inc. and Mr. Winn, 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.
4. Stock Options expire six years from the date of grant.
5. Mr. Winn was issued 9,800 Performance Units by NRG Energy, Inc. under NRG Energy, Inc.'s Long 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/ Tanuja M. Dehne, under Power of Attorney | 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.

December 20, 2005  

POWER OF ATTORNEY  

KNOW ALL BY THESE
PRESENTS, 
that the undersigned hereby constitutes and appoints each of
David W. 
Crane, Timothy W. J. O’Brien and Tanuja M. Dehne, 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.  

Steve Winn  

/s/
Steve Winn 

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