SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Sotos Christopher S (Last) (First) (Middle) NRG YIELD, INC. 804 CARNEGIE CENTER (Street) PRINCETON NJ 08540 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol NRG Yield, Inc. [ NYLD ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) President and CEO
	3. Date of Earliest Transaction (Month/Day/Year) 01/02/2018
	4. If Amendment, Date of 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

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	01/02/2018		F		5,058	D	(1)	112,004(2)	D
Class C Common Stock, par value $.01 per share	01/02/2018		A		21,263(3)	A	$0.00(4)	133,267(5)	D

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 Securities Underlying Derivative Security (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: 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
Relative Performance Stock Units	(6)	01/02/2018		A		39,599		01/02/2021	01/02/2021	Class C Common Stock, par value $.01 per share	59,399(7)	$0	39,599	D

Explanation of Responses:

1. On August 8, 2016, Mr. Sotos was issued 80,192 Restricted Stock Units ("RSUs") by NRG Yield, Inc. under NRG Yield, Inc.'s Amended and Restated 2013 Equity Incentive Plan (the "LTIP") that vest as follows: (1) 4,812 shares on January 2, 2017, (2) 8,821 shares on January 2, 2018, and (3) 66,559 shares on January 4, 2019. Each RSU is equivalent in value to one share of Class C Common Stock of NRG Yield, Inc., par value $.01. On January 2, 2018, 8,821 shares vested. Mr. Sotos 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 reflects the surrender of 5,058 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation.

2. In connection with the vesting of the RSUs described above, 832 DERs converted to Class C Common Stock, resulting in the reporting person holding 10,318 dividend equivalent rights that may only be settled in Class C Common Stock. 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 Yield, Inc. Class C Common Stock. Each dividend equivalent right is the economic equivalent of one share of NRG Yield, Inc. Class C Common Stock.

3. Represents RSUs issued to Reporting Person under the LTIP.

4. Each RSU is equivalent in value to one share of NRG Yield, Inc.'s Class C Common Stock, par value $.01 per share.

5. The Reporting Person will receive from NRG Yield, Inc. one such share of Class C Common Stock for each RSU that will vest ratably over a three year period beginning on the first anniversary of the date of grant.

6. The Reporting Person was issued 39,599 Relative Performance Stock Units ("RPSUs") by NRG Yield, Inc. under the LTIP on January 2, 2018. The RPSUs will convert to shares of NRG Yield, Inc. Class C Common Stock on January 2, 2021 only in the event the Company has achieved a certain level of total shareholder return ("TSR") relative to the Peer Group (defined below) over a three-year performance period. The number of shares of Common Stock that the Reporting Person may receive is interpolated for TSR falling between Threshold, Target, and Maximum levels as described below.

7. Reporting Person will receive (i) a maximum of 59,399 shares of Class C Common Stock if Company's TSR is ranked at or above the 75th percentile relative to a peer group of companies approved by the Company's Compensation Committee (the "Peer Group") for the performance period ("Maximum"); (ii) 39,599 shares of Class C Common Stock if Company's TSR is ranked at the 50th percentile relative to the Peer Group for the performance period (the "Target"); provided, however, if TSR is less than negative twenty percent (-20%), the Company's TSR must be ranked at the 60th percentile relative to the Peer Group for the performance period to receive the Target award; or (iii) 9,900 shares of Common Stock if Company's TSR is ranked at the 25th percentile relative to the Peer Group for the performance period (the "Threshold"). The Reporting Person will not receive any shares of Common Stock if Company's TSR is below the 25th percentile relative to the Peer Group for the performance period.

	/s/ Brian Curci, by Power of Attorney	01/04/2018
	** Signature of Reporting Person	Date
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