Hill David Russell

SEC source: 0001179110-18-001554 · edgar.xml · nonDerivative · entry 1

Hill David Russell · CIK 0001556467 · Exec Vice Pres, Gen Counsel

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 117,551

F1 · price: Represents dividend equivalent rights accrued 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 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.

F2 · balance_after: Includes 2,153 dividend equivalent rights.

SEC source: 0001179110-18-000641 · edgar.xml · nonDerivative · entry 1

Hill David Russell · CIK 0001556467 · Exec Vice Pres, Gen Counsel

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 117,375

F1 · price: On January 3, 2017 Mr. Hill was issued 27,903 Restricted Stock Units ("RSUs") by NRG Energy, Inc. under NRG's Long Term Incentive Plan ("LTIP"). Each RSU is equivalent in value to one share of NRG's Common Stock, par value $.01. On January 3, 2018, 9,291 shares vested. Mr. Hill elected to satisfy his 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 4,847 shares of common stock to satisfy the grantee's tax withholding obligation.

F2 · balance_after: 56 DERs converted in NRG common stock in connection with the vesting of the RSUs described above. Following these transactions, the reporting person holds 1,977 DERs in the aggregate. Dividend equivalent rights accrue on the reporting person's restricted stock units or market stock units which become exercisable proportionately with the restricted stock units or market 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.

SEC source: 0001179110-18-000526 · edgar.xml · derivative · entry 6

Hill David Russell · CIK 0001556467 · Exec Vice Pres, Gen Counsel

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock, par value $.01 per share · 44,210 shares

Expires 2018-01-02

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · derivative.exercise_price: The Reporting Person was issued 22,105 Market Stock Units by NRG under the LTIP on January 2, 2015 that vested on January 2, 2018. On the vesting date the Reporting Person was entitled to receive a maximum of 44,210 shares of Common Stock if the company achieved 100% increase in total shareholder return since the grant date (the "Maximum"), 22,105 shares of Common Stock if there is no change in total shareholder return since the grant date (the "Target"), or 16,578 shares of Common Stock if there is a 25% decrease in total shareholder return since the grant date (the "Threshold"). The Reporting Person would not 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 of Common Stock that the Reporting Person could have received is interpolated for total shareholder return falling between Threshold, Target and Maximum levels. On January 2, 2018 he vested in 23,909 shares.

SEC source: 0001179110-18-000526 · edgar.xml · derivative · entry 5

Hill David Russell · CIK 0001556467 · Exec Vice Pres, Gen Counsel

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 19,870

Underlying: Common Stock, par value $.01 per share · 39,740 shares

Expires 2021-01-02

F9 · derivative.exercise_price: The Reporting Person was issued 19,870 Relative Performance Stock Units ("RPSUs") by NRG Energy, Inc. under the LTIP on January 2, 2018. The RPSUs will convert to shares of NRG Common Stock on January 2, 2021 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 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.

F10 · derivative.underlying_shares: Reporting Person will receive (i) a maximum of 39,740 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) 19,870 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) 4,968 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.

F11 · derivative.underlying_shares: 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.

SEC source: 0001179110-18-000526 · edgar.xml · nonDerivative · entry 4

Hill David Russell · CIK 0001556467 · Exec Vice Pres, Gen Counsel

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 122,222

F7 · price: On January 2, 2015, Mr. Hill was issued 12,000 Restricted Stock Units ("RSUs") by NRG Energy, Inc. under the LTIP. Each RSU is equivalent in value to one share of NRG's Common Stock, par value $.01. On January 2, 2018, 12,000 shares vested. Mr. Hill elected to satisfy his 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 is being filed to reflect the surrender of 5,213 shares of common stock to satisfy the grantee's tax withholding obligation.

F8 · balance_after: In connection with the vesting of the RSUs described above, 682 DERs vested, resulting in the reporting person holding 2,033 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 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.

SEC source: 0001179110-18-000526 · edgar.xml · nonDerivative · entry 3

Hill David Russell · CIK 0001556467 · Exec Vice Pres, Gen Counsel

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 127,435

F5 · price: The Reporting Person elected to satisfy his tax withholding obligation upon the exchange of common stock for MSUs having a value on the date of the exchange equal to the withholding obligation. This form reflects the surrender of 9,112 shares of common stock to satisfy the grantee's tax withholding obligation.

F6 · balance_after: In connection with the vesting of the MSUs described above, 1,360 DERs vested, resulting in the reporting person holding 2,715 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 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.

SEC source: 0001179110-18-000526 · edgar.xml · nonDerivative · entry 2

Hill David Russell · CIK 0001556467 · Exec Vice Pres, Gen Counsel

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 136,547

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · price: The Reporting Person was issued 22,105 Market Stock Units by NRG under the LTIP on January 2, 2015 that vested on January 2, 2018. On the vesting date the Reporting Person was entitled to receive a maximum of 44,210 shares of Common Stock if the company achieved 100% increase in total shareholder return since the grant date (the "Maximum"), 22,105 shares of Common Stock if there is no change in total shareholder return since the grant date (the "Target"), or 16,578 shares of Common Stock if there is a 25% decrease in total shareholder return since the grant date (the "Threshold"). The Reporting Person would not 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 of Common Stock that the Reporting Person could have received is interpolated for total shareholder return falling between Threshold, Target and Maximum levels. On January 2, 2018 he vested in 23,909 shares.

F4 · balance_after: In connection with the vesting of the MSUs described above, an incremental 102 DERs vested, resulting in the reporting person holding 4,075 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 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.

SEC source: 0001179110-18-000526 · edgar.xml · nonDerivative · entry 1

Hill David Russell · CIK 0001556467 · Exec Vice Pres, Gen Counsel

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 112,536

F1 · shares: Represents Restricted Stock Units issued to the Reporting Person under NRG Energy, Inc.'s Amended and Restated Long-Term Incentive Plan ("LTIP").

F2 · price: 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.

SEC source: 0001179110-17-013721 · edgar.xml · nonDerivative · entry 1

Hill David Russell · CIK 0001556467 · Exec Vice Pres, Gen Counsel

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 100,423

F1 · price: Represents dividend equivalent rights accrued 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 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.

F2 · balance_after: Includes 3973 dividend equivalent rights.

SEC source: 0001179110-17-011095 · edgar.xml · nonDerivative · entry 1

Hill David Russell · CIK 0001556467 · Exec Vice Pres, Gen Counsel

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 100,220

F1 · price: Represents dividend equivalent rights accrued 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 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.

F2 · balance_after: Includes 3770 dividend equivalent rights.

F3 · balance_after: Includes 2039 shares acquired under NRG Energy, Inc.'s Employee Stock Purchase Plan since the Reporting Person's last filing.

SEC source: 0001179110-17-006549 · edgar.xml · nonDerivative · entry 1

Hill David Russell · CIK 0001556467 · Exec Vice Pres, Gen Counsel

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 97,975

F1 · price: Represents dividend equivalent rights accrued 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 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.

F2 · balance_after: Includes 3564 dividend equivalent rights.

SEC source: 0001179110-17-001734 · edgar.xml · nonDerivative · entry 1

Hill David Russell · CIK 0001556467 · Exec Vice Pres, Gen Counsel

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 97,672

F1 · price: Represents dividend equivalent rights accrued 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 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.

F2 · balance_after: Includes the conversion of 879 dividend equivalent rights ("DERs") in NRG common stock in connection with the vesting of the Restricted Stock Units issued to Reporting Person under NRG Energy, Inc.'s Long Term Incentive Plan ("LTIP") resulting in the Reporting Person holding 3261 DERs in the aggregate.

SEC source: 0001179110-17-000559 · edgar.xml · derivative · entry 2

Hill David Russell · CIK 0001556467 · Exec Vice Pres, Gen Counsel

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 43,797

Underlying: Common Stock, par value, $.01 per share · 87,594 shares

Expires 2020-01-03

F4 · derivative.exercise_price: The Reporting Person was issued 43,797 Relative Performance Stock Units ("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 total shareholder return ("TSR") 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.

F5 · derivative.underlying_shares: The Reporting Person will receive (i) a maximum of 87,594 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) 43,797 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) 10,949 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"). The Reporting Person 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.

SEC source: 0001179110-17-000559 · edgar.xml · nonDerivative · entry 1

Hill David Russell · CIK 0001556467 · Exec Vice Pres, Gen Counsel

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 97,364

F1 · shares: Represents Restricted Stock Units ("RSUs") issued to Reporting Person under NRG Energy, Inc.'s Amended and Restated Long Term Incentive Plan ("LTIP").

F2 · price: Each RSU is equivalent in value to one share of NRG's Common Stock, par value $.01 per share.

F3 · balance_after: 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.

SEC source: 0001179110-17-000433 · edgar.xml · derivative · entry 2

Hill David Russell · CIK 0001556467 · Exec Vice Pres, Gen Counsel

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock, par value, $.01 per share · 40,142 shares

Expires 2017-01-02

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · derivative.exercise_price: Mr. Hill was issued 20,071 Market Stock Units ("MSUs") by NRG under the LTIP on January 2, 2014 that vested on January 2, 2017. On the vesting date, he was entitled to receive a maximum of 40,142 shares of Common Stock if the Company has achieved a 100% increase in total shareholder return since the grant date (the "Maximum"); 20,071 shares of Common Stock if there is no change in total shareholder return since the grant date (the "Target"), or 15,053 shares of Common Stock if there is a 25% decrease in total shareholder return since the grant date (the "Threshold"). The number of shares of Common Stock that Mr. Hill may receive is interpolated for total shareholder return falling between Threshold, Target, and Maximum levels. On January 2, 2017, Mr. Hill did not receive any shares.

SEC source: 0001179110-17-000433 · edgar.xml · nonDerivative · entry 1

Hill David Russell · CIK 0001556467 · Exec Vice Pres, Gen Counsel

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 69,461

F1 · price: On January 2, 2014 Mr. Hill was issued 11,017 Restricted Stock Units ("RSUs") by NRG Energy, Inc. under NRG's Long Term Incentive Plan ("LTIP"). Each RSU is equivalent in value to one share of NRG's Common Stock, par value $.01. On January 2, 2017, 11,017 shares vested. Mr. Hill elected to satisfy his 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 is being filed to reflect the surrender of 4,598 shares of common stock to satisfy the grantee's tax withholding obligation.

F2 · balance_after: Reflects a reduction of 1,389 dividend equivalent rights ("DERs") that were forfeited upon the vesting of the Market Stock Units described in Table II. In addition, 762 DERs converted in NRG common stock in connection with the vesting of the RSUs described above. Following these transactions, the reporting person holds 3,832 DERs in the aggregate. Dividend equivalent rights accrue on the reporting person's restricted stock units or market stock units, which become exercisable proportionately with the restricted stock units or market 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.

SEC source: 0001179110-16-031204 · edgar.xml · nonDerivative · entry 1

Hill David Russell · CIK 0001556467 · Exec Vice Pres, Gen Counsel

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 75,448

F1 · price: Represents dividend equivalent rights accrued on the Reporting Person's restricted stock units or market stock units, which becomes exercisable proportionately with the restricted stock units or market 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.

F2 · balance_after: Reflects a de minimus adjustment to the number of dividend equivalent rights (DERs) by 5 DERs as a result of rounding fractional shares, resulting in the Reporting Person holding 5983 DERs in the aggregate.

F3 · balance_after: Reflects a de minimus adjustment to the number of shares of NRG common stock by 2 shares as a result of rounding fractional shares acquired under NRG Energy, Inc.'s Employee Stock Purchase Plan.

F4 · balance_after: Includes 7 shares acquired through a dividend reinvestment feature that has been suspended.