FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Curci Brian

2. Date of Event Requiring Statement (MM/DD/YYYY)
3/16/2018 

3. Issuer Name and Ticker or Trading Symbol

NRG ENERGY, INC. [NRG]

(Last)        (First)        (Middle)

NRG ENERGY, INC., 804 CARNEGIE CENTER

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
General Counsel & Corp Sec /

(Street)

PRINCETON, NJ 08540       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, par value $.01 per share   40066   (1) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Relative Performance Stock Units   1/2/2021   1/2/2021   Common Stock, par value $.01 per share   7610     (2) (3) (4) D    

Explanation of Responses:
(1)  Includes 16,967 Restricted Stock Units ("RSUs") issued to Mr. Curci by NRG Energy, Inc. under NRG's Long Term Incentive Plan ("LTIP") and 191 Dividend Equivalent Rights ("DERs"). Each RSU is equivalent in value to one share of NRG's Common Stock, par value $.01. Upon vesting of the RSUs, Mr. Curci will receive from NRG the following: (i) 4,236 shares issued on January 4, 2019; (ii) 4,046 shares issued on January 3, 2019; (iii) 4,046 shares issued on January 3, 2020; (iv) 1,546 shares issued on January 2, 2019; (v) 1,546 shares issued on January 2, 2020; and(vi) 1,547 shares issued on January 2, 2021. Each DER will accrue on Mr. Curci's RSUs, Market Stock Units ("MSUs") or Relative Performance Stock Units ("RPSUs") and will become exercisable proportionately with the RSUs, MSUs, or RPSUs to which they relate and can only be settled in NRG common stock. Each DER is the economic equivalent to one share of NRG common stock.
(2)  Mr. Curci was issued 7,610 Relative Performance Stock Units ("RPSUs") by NRG 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 TSRs 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.
(3)  Mr. Curci will receive (i) a maximum of 15,220 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) 7,610 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) 1,903 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"). Mr. Curci will not receive any shares of Common Stock if the Company'ss TSR is below the 25th percentile relative to the Peer Group for the performance period.
(4)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Curci Brian
NRG ENERGY, INC.
804 CARNEGIE CENTER
PRINCETON, NJ 08540


General Counsel & Corp Sec

Signatures
/s/ Brian Curci 3/26/2018
** 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 5(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 control number.
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