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 * JACOBS MARK M   2. Issuer Name and Ticker or Trading Symbol GenOn Energy, Inc. [GEN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 1000 MAIN STREET, 12TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 12/03/2010 (Street) HOUSTON, TX 77002 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 12/03/2010   A   1,022,100 (1) A $ 0 2,157,245 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

Time-Based Cash Units

(2)

12/03/2010

M

237,500

(2)

(2)

Common Stock

237,500

$ 0

0

D

Performance-Based Cash Units

(3)

12/03/2010

M

96,294

(3)

(3)

Common Stock

96,294

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
JACOBS MARK M 1000 MAIN STREET 12TH FLOOR HOUSTON, TX 77002			President and CEO

Signatures

/s/ Allison B. Cunningham, Attorney-in-Fact		12/07/2010
**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)	Comprised entirely of restricted stock units that may only be settled in common stock.
(2)	Each time-based cash unit is the economic equivalent of one share of common stock of GenOn Energy, Inc., formerly known as RRI Energy, Inc. The cash units were paid in cash in connection with the merger (the "Merger") involving Mirant Corporation and GenOn Energy, Inc. based on the fair market value per share of GenOn Energy, Inc. common stock on the date immediately preceding the closing date of the Merger.
(3)	Each performance-based cash unit is the economic equivalent of one share of common stock of GenOn Energy, Inc. The performance-based cash units were paid in cash in connection with the Merger based on the fair market value per share of GenOn Energy, Inc. common stock on the date immediately preceding the closing date of the Merger.

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