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 * Cleary Anne 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) SVP, Asset Mgmt (Last) (First) (Middle) 1000 MAIN STREET 3. Date of Earliest Transaction (Month/Day/Year) 02/27/2012 (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 02/27/2012   A   120,781 (1) A $ 0 256,858 D   Common Stock 02/27/2012   F   5,904 (2) D $ 2.44 250,954 D   Common Stock               5 I By Spouse

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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

Employee Stock Option - Right to Buy

$ 2.44

02/27/2012

A

133,164

(3)

02/26/2022

Common Stock

133,164

$ 0

133,164

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Cleary Anne M 1000 MAIN STREET HOUSTON, TX 77002			SVP, Asset Mgmt

Signatures

/s/ Anne M. Cleary		02/29/2012
**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 of (i) 20,795 shares of common stock resulting from the vesting on February 27, 2012, upon the satisfaction of performance-based conditions, of one-third of the performance-based restricted stock units granted on February 23, 2011, (ii) 41,590 restricted stock units that, upon the satisfaction of the performance-based conditions on February 27, 2012, will vest ratably over the next two years on an annual basis and that may only be settled in common stock and (iii) 58,396 restricted stock units granted on February 27, 2012 that will vest ratably on an annual basis over the next three years and that may only be settled in common stock.
(2)	The reporting person disposed of these shares to satisfy tax withholding obligations related to the vesting of performance-based restricted stock units.
(3)	These stock options vest in three equal annual installments beginning February 27, 2013.

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