FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *

Ryan Jason Michael
2. Issuer Name and Ticker or Trading Symbol

CENTERPOINT ENERGY INC [ CNP ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
SVP & General Counsel
(Last)          (First)          (Middle)

1111 LOUISIANA
3. Date of Earliest Transaction (MM/DD/YYYY)

2/19/2020
(Street)

HOUSTON, TX 77002
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 2/19/2020  A  9262 (1)A$26.43 24664 (2)D  
Common Stock         3254 I By Savings Plan 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) Time-based restricted stock units ("RSUs") vesting (i) in February 2023 if the Reporting Person continues to be an employee of Issuer from the grant date through the vesting date; (ii) in the event of his earlier disability or death; or (iii) on a pro-rata basis upon his earlier retirement unless he satisfies various conditions for full vesting.
(2) Total includes (i) 1,466 time-based RSUs previously awarded under the Issuer's Long-term Incentive Plan (the "Plan") and vesting in February 2020, (ii) 1,532 RSUs previously awarded under the Plan and vesting in February 2021, and (iii) 3,845 RSUs previously awarded under the Plan and vesting in February 2022. The award to vest in 2020 shall vest if the Reporting Person continues to be an employee of Issuer from grant date through vesting date and on a pro-rata basis in the event of his earlier retirement, disability or death. The above awards to vest in 2021 and 2022 shall vest (i) if he continues to be an employee of Issuer from grant date through vesting date and (ii) in the event of his disability or death. Also, the above awards to vest in 2021 and 2022 shall vest on a pro-rata basis in the event of his retirement unless he satisfies various conditions for full vesting.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Ryan Jason Michael
1111 LOUISIANA
HOUSTON, TX 77002


SVP & General Counsel

Signatures
Vincent A. Mercaldi, Attorney-in-Fact2/21/2020
**Signature of Reporting PersonDate

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