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 * CARROLL MILTON 2. Issuer Name and Ticker or Trading Symbol CENTERPOINT ENERGY INC [ CNP ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Executive Chairman
(Last)         (First)         (Middle)
1111 LOUISIANA
3. Date of Earliest Transaction (MM/DD/YYYY)
7/1/2021
(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  7/1/2021    F    10211 (1) D $24.73  249431 (2)(3) D   

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 Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. 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 Date 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 of Derivative Security: 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

Explanation of Responses:
(1)  Shares withheld for taxes upon vesting of fully-vested restricted stock units.
(2)  Total includes (i) 23,742 time-based restricted stock units ("RSUs") previously awarded under the Issuer's Long-term Incentive Plan (the "Plan") and vesting in February 2022, (ii) 30,250 RSUs previously awarded under the Plan and vesting in February 2023, and (iii) 36,416 RSUs previously awarded under the Plan and vesting in February 2024. The above awards shall vest (a) if the Reporting Person continues to be an employee of Issuer from grant date through vesting date and (b) in the event of his disability or death. Also, the above awards shall vest on a pro-rata basis in the event of his retirement unless he satisfies various conditions for full vesting. For all above awards, Reporting Person is treated as currently retirement eligible. However, for shares vesting in February 2024, any such vesting is conditioned upon positive operating income in the last full calendar year of the restricted period except in the case of death or disability.
(3)  Additionally, includes fully-vested RSUs previously awarded under the Plan, with 25,947 of the underlying shares paid in July 2022; provided, however, if the Reporting Person earlier separates from the Company such that he is neither an employee nor director, any remaining unpaid shares under the award will be payable upon his separation.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
CARROLL MILTON
1111 LOUISIANA
HOUSTON, TX 77002
X
Executive Chairman

Signatures
By Vincent A. Mercaldi, Attorney-in-Fact 7/2/2021
**Signature of Reporting Person Date
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