Form Type: 4

Accession Number:	0001179110-20-000391
Date:	2020-01-06
Issuer:	NRG ENERGY, INC. (NRG)
Original Submission Date:

Reporting Person:

GAUDETTE ROBERT J
NRG ENERGY, INC.
804 CARNEGIE CENTER PRINCETON, NJ 08540

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of Security	Transaction Date	2a. Deemed Execution Date	Transaction Code	Shares	Acquired or Disposed	Price per share	5. Amount of Securities Beneficially Owned Following Reported Transaction	6. Ownership Form Direct or Indirect	Nature of Indirect Ownership
COMMON STOCK, PAR VALUE $.01 PER SHARE	2020-01-06		F	5,142	d	$0.00	86,557	direct
COMMON STOCK, PAR VALUE $.01 PER SHARE	2020-01-06		S	37,272	d	$37.76	49,285	direct

Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security	Conversion or Exercise Price of Derivative Security	Transaction Date	Deemed Execution Date	Transaction Code	Number of Derivative Securities Acquired (A) or Disposed of (D)	Date Exercisable	Expiration Date	Title and Amount of Securities Underlying Derivative Security	Price of Derivative Security	Number of derivative Securities Beneficially Owned Following Reported Transaction(s)	Ownership Form: Direct (D) or Indirect (I)	Nature of Indirect Beneficial Ownership

Footnotes
ID	footnote
f1	on january 6, 2017, mr. gaudette was issued 38,618 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 6, 2020, 12,899 shares vested. mr. gaudette 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 5,142 shares of common stock to satisfy the grantee's tax withholding obligation.
f2	in connection with the vesting of the rsus described above, 168 ders vested, resulting in the reporting person holding 29 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.
f3	this transaction was executed in multiple trades at prices ranging from $37.53 to $38.15. the price reported reflects the weighted average sale price. the reporting person hereby undertakes to provide upon request to the sec staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. the sales reported in this form 4 were effected pursuant to a rule 10b5-1 trading plan adopted by the reporting person on december 11, 2019.

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