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 *

Chung Bruce
2. Date of Event Requiring Statement (MM/DD/YYYY)
7/28/2022 

3. Issuer Name and Ticker or Trading Symbol

NRG ENERGY, INC. [NRG]
(Last)        (First)        (Middle)

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)
EVP, Strategy and NRG Services /
(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 27460.0000 (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 Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Relative Performance Stock Units 1/2/2023 (2)1/2/2023 Common Stock, par value $.01 per share 8067.0000 (3) (4)D  
Relative Performance Stock Units 1/2/2024 (5)1/2/2024 Common Stock, par value $.01 per share 7390.0000 (3) (6)D  
Relative Performance Stock Units 1/2/2025 (7)1/2/2025 Common Stock, par value $.01 per share 10089.0000 (3) (8)D  
Relative Performance Stock Units 9/3/2024 (9)9/3/2024 Common Stock, par value $.01 per share 2982.0000 (3) (10)D  

Explanation of Responses:
(1) Includes 13, 192 Restricted Stock Units (RSUs) issued by NRG Energy, Inc. under its Amended and Restated Long Term Incentive Plan. Each RSU is equivalent in value to one share of NRG's Common Stock, par value $.01. Upon vesting of the RSU's the Reporting person will receive from NRG the following: 601 shares issued on Sept 3, 2022, 5,363 shares issued on Jan 2, 2023, 602 shares issued on Sept 3, 2023, 3,808 shares issued on Jan 2, 2024, 604 shares issued on Sept 3, 2024 and 2,212 shares issued on Jan 2, 2025. The Reporting Person will also accrue Dividend Equivalent Rights (DERs) on the RSUs to which they relate that can only be settled in NRG common stock. Each DER is the economic equivalent of one share of NRG common stock. Includes 456 DERs.
(2) The Reporting Person was issued 8,067 Relative Performance Stock Units ("RPSUs") by NRG Energy, Inc. under the LTIP on January 2, 2020. The RPSUs will convert to shares of NRG Common Stockon January 2, 2023 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 numberof 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) 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.
(4) Reporting Person will receive(i) a maximum of 16,134 shares of Common Stock if Company's TSR is ranked at or above the 75th percentile relative to a peer group approved by the Company's Compensation Committee (the "Peer Group") for the performance period (the "Maximum"); (ii) 8,067 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) 2,016 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.
(5) The Reporting Person was issued 7,390 Relative Performance Stock Units ("RPSUs") by NRG Energy, Inc. under the LTIP on January 2, 2021. The RPSUs will convert to shares of NRG Common Stockon January 2, 2024 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 numberof shares of Common Stock that the Reporting Person may receive is interpolated for TSR falling between Threshold, Target, and Maximum levels as described below.
(6) Reporting Person will receive(i) a maximum of 14,780 shares of Common Stock if Company's TSR is ranked at or above the 75th percentile relative to a peer group approved by the Company's Compensation Committee (the "Peer Group") for the performance period (the "Maximum"); (ii) 7,390 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) 1,847 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.
(7) The Reporting Person was issued 10,089 Relative Performance Stock Units ("RPSUs") by NRG Energy, Inc. under the LTIP on January 2, 2022. The RPSUs will convert to shares of NRG Common Stock on January 2, 2025 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 numberof shares of Common Stock that the Reporting Person may receive is interpolated for TSR falling between Threshold, Target, and Maximum levels as described below.
(8) Reporting Person will receive(i) a maximum of 20,178 shares of Common Stock if Company's TSR is ranked at or above the 75th percentile relative to a peer group approved by the Company's Compensation Committee (the "Peer Group") for the performance period (the "Maximum"); (ii) 10,089 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) 2,522 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.
(9) The Reporting Person was issued 2,982 Relative Performance Stock Units ("RPSUs") by NRG Energy, Inc. under the LTIP on September 3, 2021. The RPSUs will convert to shares of NRG Common Stockon September 3, 2024 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 numberof shares of Common Stock that the Reporting Person may receive is interpolated for TSR falling between Threshold, Target, and Maximum levels as described below.
(10) Reporting Person will receive(i) a maximum of 5,964 shares of Common Stock if Company's TSR is ranked at or above the 75th percentile relative to a peer group approved by the Company's Compensation Committee (the "Peer Group") for the performance period (the "Maximum"); (ii) 2,982 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) 745 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Chung Bruce
804 CARNEGIE CENTER
PRINCETON, NJ 08540


EVP, Strategy and NRG Services

Signatures
Christine Zoino, by Power of Attorney8/3/2022
**Signature of Reporting PersonDate


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.
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