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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Andrews Kirkland B   2. Issuer Name and Ticker or Trading Symbol NRG ENERGY, INC. [NRG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP & CFO (Last) (First) (Middle) 804 CARNEGIE CENTER 3. Date of Earliest Transaction (Month/Day/Year) 11/15/2012 (Street) PRINCETON, NJ 08540 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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, par value, $.01 per share 11/15/2012   P(1)   98 A $ 19.7014 200,774 D   Common Stock, par value, $.01 per sahre 02/15/2013   P(1)   82 A $ 24.0247 200,856 D   Common Stock, par value, $.01 per share 05/15/2013   P(1)   94 A $ 27.8161 200,950 D   Common Stock, par value, $.01 per share 08/15/2013   P(1)   102 A $ 26.2745 201,052 D   Common Stock, par value, $.01 per share 11/15/2013   P(1)   189 A $ 26.984 201,241 D   Common Stock, par value, $.01 per share 02/18/2014   P(1)   179 A $ 28.8783 201,420 D   Common Stock, par value, $.01 per share 05/15/2014   P(1)   180 A $ 33.5848 201,600 D   Common Stock, par value, $.01 per share 08/15/2014   P(1)   209 A $ 29.1364 201,809 D   Common Stock, par value, $.01 per share 11/18/2014   P(1)   289 A $ 31.91 202,098 D   Common Stock, par value, $.01 per share 02/18/2015   P(1)   611 A $ 25.6091 202,709 D   Common Stock, par value, $.01 per share 05/18/2015   P(1)   608 A $ 25.8765 203,317 D   Common Stock, par value, $.01 per share 08/18/2015   P(1)   753 A $ 20.9876 204,070 D   Common Stock, par value, $.01 per share 11/17/2015   P(1)   1,273 A $ 12.5054 205,343 D   Common Stock, par value, $.01 per share 02/17/2016   P(1)   1,588 A $ 10.1407 206,931 D   Common Stock, par value, $.01 per share 05/17/2016   P(1)   213 A $ 15.831 207,144 D   Common Stock, par value, $.01 per share 08/16/2016   P(1)   266 A $ 12.6894 207,410 D   Common Stock, par value, $.01 per share 01/02/2017   F   5,813 D (2) 200,403 (3) (4) D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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 (Month/Day/Year)

7. Title and Amount of Underlying Securities (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

Market Stock Options

(5)

01/02/2017

M

26,263

01/02/2017

01/02/2017

Common Stock, par value $.01 per share

52,526

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Andrews Kirkland B 804 CARNEGIE CENTER PRINCETON, NJ 08540			EVP & CFO

Signatures

/s/ Brian Curci, by Power of Attorney		01/04/2017
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	The purchase was pursuant to dividend reinvestment feature in a brokerage account that has been suspended.
(2)	On January 2, 2014 Mr. Andrews was issued 14, 415 Restricted Stock Units ("RSUs") by NRG Energy, Inc. under NRG's Long Term Incentive Plan ("LTIP"). Each RSU is equivalent in value to one share of NRG's Common Stock, par value $.01. On January 2, 2017, 14, 415 shares vested. Mr. Andrews elected to satisfy his tax obligation upon the exchange of common stock for RSUs having a value on the date of the exchange equal to the withholding obligation. This form is being filed to reflect the surrender of 5,813 shares of common stock to satisfy the grantee's tax withholding obligation.
(3)	Reflects a reduction of 1,818 dividend equivalent rights ("DERs") that were forfeited upon the vesting of the Market Stock Units described in Table II. In addition, 997 DERs converted in NRG common stock in connection with the vesting of the RSUs described above. Following these transactions, the reporting person holds 4,949 DERs in the aggregate. Dividend equivalent rights accrue on the reporting person's restricted stock units or market stock units, which become exercisable proportionately with the restricted stock units or market stock units to which they relate and may only be settled in NRG common stock. Each dividend equivalent right is the economic equivalent of one share of NRG common stock. Reflects a de minimus adjustment to the number of shares of NRG common stock by 7 shares as a result of rounding fractional shares acquired dividend reinvestment feature in a brokerage account that has been suspended.
(4)	Includes 617 shares acquired under NRG Energy, Inc.'s Employee Stock Purchase Plan since the Reporting Person's last filing.
(5)	Mr. Andrews was issued 26,263 Market Stock Units ("MSUs") by NRG under the LTIP on January 2, 2014 that vested on January 2, 2017. On the vesting date, he was entitled to receive a maximum of 52, 526 shares of Common Stock if the Company has achieved a 100% increase in total shareholder return since the grant date (the "Maximum"); 26,263 shares of Common Stock if there is no change in total shareholder return since the grant date (the "Target"), or 19,697 shares of Common Stock if there is a 25% decrease in total shareholder return since the grant date (the "Threshold"). The number of shares of Common Stock that Mr. Andrews may receive is interpolated for total shareholder return falling between Threshold, Target, and Maximum levels. On January 2, 2017, Mr. Andrews did not receive any shares.

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