Ownership Submission
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 *
HOLDEN J WILLIAM III
  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)
CFO
(Last)
(First)
(Middle)
1000 MAIN STREET
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   171,479 A (1) 171,479 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Stock Option - Right to Buy $ 8.7 12/03/2010   A   22,370   12/03/2010 01/13/2016 Common Stock 22,370 (2) 22,370 D  
Stock Option - Right to Buy $ 8.84 12/03/2010   A   22,005   12/03/2010 02/17/2016 Common Stock 22,005 (3) 22,005 D  
Stock Option - Right to Buy $ 13.31 12/03/2010   A   29,957   12/03/2010 03/08/2012 Common Stock 29,957 (4) 29,957 D  
Stock Option - Right to Buy $ 13.06 12/03/2010   A   44,489   12/03/2010 03/07/2013 Common Stock 44,489 (5) 44,489 D  
Stock Option - Right to Buy $ 3.67 12/03/2010   A   81,058   12/03/2010 03/03/2019 Common Stock 81,058 (6) 81,058 D  
Stock Option - Right to Buy $ 4.66 12/03/2010   A   101,957   12/03/2010 03/11/2020 Common Stock 101,957 (7) 101,957 D  
Warrants $ 21.87 12/03/2010   A   212   12/03/2010 01/03/2011 Common Stock 601 (8) 212 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HOLDEN J WILLIAM III
1000 MAIN STREET
HOUSTON, TX 77002
      CFO  

Signatures

 /s/ J. William Holden III   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) Received in exchange for 60,487 shares of common stock of Mirant Corporation ("Mirant") pursuant to the Agreement and Plan of Merger by and among Mirant, RRI Energy Holdings, Inc. and RRI Energy, Inc., now known as GenOn Energy, Inc. (the "Merger Agreement") based on the exchange ratio in the Merger Agreement.
(2) Received pursuant to the Merger Agreement in exchange for stock options to acquire 7,891 shares of Mirant common stock for $24.64 per share.
(3) Received pursuant to the Merger Agreement in exchange for stock options to acquire 7,762 shares of Mirant common stock for $25.05 per share.
(4) Received pursuant to the Merger Agreement in exchange for stock options to acquire 10,567 shares of Mirant common stock for $37.71 per share.
(5) Received pursuant to the Merger Agreement in exchange for stock options to acquire 15,693 shares of Mirant common stock for $37.02 per share.
(6) Received pursuant to the Merger Agreement in exchange for stock options to acquire 28,592 shares of Mirant common stock for $10.40 per share.
(7) Received pursuant to the Merger Agreement in exchange for stock options to acquire 35,964 shares of Mirant common stock for $13.19 per share.
(8) Received pursuant to the Merger Agreement in exchange for warrants to acquire 212 shares of Mirant common stock for $21.87 per share.

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