1. Title of Derivative Security
(Instr. 4) |
2. Date Exercisable and Expiration Date
(Month/Day/Year) |
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 |
|
Non-Qualified Stock Option
|
05/17/2005(4)
|
05/17/2010(5)
|
Common Stock, par value $0.01 per share
|
16,000
|
$
20.33
|
D
|
Â
|
|
Non-Qualified Stock Option
|
08/01/2006(6)
|
08/01/2011(5)
|
Common Stock, par value $0.01 per share
|
7,000
|
$
38.8
|
D
|
Â
|
|
Performance Units
(7)
|
08/01/2008(7)
|
08/01/2008(7)
|
Common Stock, par value $0.01 per share
|
4,000
|
$
(7)
|
D
|
Â
|
| * |
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). |
| (1) |
Represents the following securities issued to Ms. Angoorly by NRG Energy, Inc. under NRG Energy, Inc.'s Long Term Incentive Plan: (i) 4,400 Restricted Stock Units issued on May 17, 2004; (ii) 1,000 Restricted Stock Units issued on August 1, 2005; and (iii) 2,362 Deferred Stock Units issued on March 14, 2005. |
| (2) |
Each Deferred Stock Unit is equivalent in value to one share of NRG Energy, Inc.'s Common Stock, par value $0.01. Ms. Angoorly has received or will receive from NRG Energy, Inc. one such share of Common Stock for each Deferred Stock Unit on the following schedule: (i) 25% on May 1, 2005; (ii) 45% on May 1, 2006; and (iii) 30% on May 1, 2007. On May 1, 2005, Ms. Angoorly received 397 shares of Common Stock which represents one such share of Common Stock for 25% (591 shares) of the Deferred Stock Units granted on March 14, 2005 minus 194 shares to satisfy her tax withholding obligation upon conversion. Pursuant to NRG Energy, Inc.'s Long Term Incentive Plan, Ms. Angoorly elected to satisfy her tax withholding obligation upon the exchange of common stock for Deferred Stock Units by surrendering a number of shares of Common Stock having a value on the date of the exchange equal to the tax withholding obligation. |
| (3) |
Each Restricted Stock Unit is equivalent in value to one share of NRG Energy, Inc.'s Common Stock, par value $0.01. Ms. Angoorly will receive from NRG Energy, Inc. one such share of Common Stock for each Restricted Stock Unit as follows: (i) 4,400 shares on May 17, 2007 and (ii) 1,000 shares on August 1, 2008. |
| (4) |
Pursuant to the Grant Agreement by and between NRG Energy, Inc. and Ms. Angoorly, the Stock Options vest and become exercisable as follows: 33 1/3% on May 17, 2005; 33 1/3% on May 17, 2006; and 33 1/3% on May 17, 2007. |
| (5) |
Stock Options expire six years from the date of grant. |
| (6) |
Pursuant to the Grant Agreement by and between NRG Energy, Inc. and Ms. Angoorly, the Stock Options will vest and become exercisable as follows: 33 1/3% on August 1, 2006; 33 1/3% on August 1, 2007; and 33 1/3% on August 1, 2008. |
| (7) |
Ms. Angoorly was issued 2,000 Performance Units by NRG Energy, Inc. under NRG Energy, Inc.'s Long Term Incentive Plan on August 1, 2005. Each Performance Unit will be paid out on August 1, 2008 if the average closing price of NRG Energy, Inc.'s Common Stock for the ten trading days prior to August 1, 2008 (the "Measurement Price") is equal to or greater than $54.50 (the "Target Price"). The payout for each Performance Unit will be equal to: (i) one share of Common Stock, if the Measurement Price equals the Target Price; (ii) a prorated amount in between one and two shares of Common Stock, if the Measurement Price is greater than the Target Price but less than $63.75 (the "Maximum Price"); and (iii) two shares of Common Stock, if the Measurement Price is equal to or greater than the Maximum Price. |