Edgar Filing: HOLDEN J WILLIAM III

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
MIRANT CORP [MIR]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
SVP and CFO

(Last)

(First)

(Middle)

1155 PERIMETER CENTER WEST

3. Date of Earliest Transaction (Month/Day/Year)
12/03/2010

(Street)

ATLANTA, GA 30338

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/03/2010		F		21,515 ⁽⁹⁾	D	$ 10.39	60,487	D
Common Stock	12/03/2010		D		60,487	D	⁽¹⁾	0	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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option

$ 13.19

12/03/2010

35,964

⁽²⁾

03/11/2020

Common Stock

35,964

⁽²⁾

Stock Option

$ 24.64

12/03/2010

7,891

⁽³⁾

01/13/2016

Common Stock

7,891

⁽³⁾

Stock Option

$ 25.05

12/03/2010

7,762

⁽⁴⁾

02/17/2016

Common Stock

7,762

⁽⁴⁾

Stock Option

$ 37.71

12/03/2010

10,567

⁽⁵⁾

03/08/2012

Common Stock

10,567

⁽⁵⁾

Stock Option

$ 37.02

12/03/2010

15,693

⁽⁶⁾

03/07/2013

Common Stock

15,693

⁽⁶⁾

Stock Option

$ 10.4

12/03/2010

28,592

⁽⁷⁾

03/03/2019

Common Stock

28,592

⁽⁷⁾

Warrant

$ 21.87

12/03/2010

212

⁽⁸⁾

01/03/2011

Common Stock

212

⁽⁸⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HOLDEN J WILLIAM III 1155 PERIMETER CENTER WEST ATLANTA, GA 30338			SVP and CFO

Signatures

/s/ David E. Howard, 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)	Disposed of pursuant to merger agreement between issuer, RRI Energy Holdings, Inc., and RRI Energy, Inc. ("RRI") in exchange for 171,479 shares of RRI common stock having a market value of $3.62 per share on the effective date of the merger plus cash consideration for a fractional share of RRI common stock.
(2)	Upon completion of the merger, this option, which provided for three-year ratable vesting on 3/11/11, 3/11/12 and 3/11/13, vested in full and was converted into an option to purchase 101,957 shares of RRI common stock at $4.66 per share. The reporting person also received cash consideration for that portion of the option relating to a fractional share of RRI common stock.
(3)	Upon completion of the merger, this fully-vested option was converted into an option to purchase 22,370 shares of RRI common stock at $8.70 per share. The reporting person also received cash consideration for that portion of the option relating to a fractional share of RRI common stock.
(4)	Upon completion of the merger, this fully-vested option was converted into an option to purchase 22,005 shares of RRI common stock at $8.84 per share. The reporting person also received cash consideration for that portion of the option relating to a fractional share of RRI common stock.
(5)	Upon completion of the merger, this fully-vested option was converted into an option to purchase 29,957 shares of RRI common stock at $13.31 per share. The reporting person also received cash consideration for that portion of the option relating to a fractional share of RRI common stock.
(6)	Upon completion of the merger, this option, which provided for three-year ratable vesting on 3/7/09, 3/7/10 and 3/7/11, vested in full and was converted into an option to purchase 44,489 shares of RRI common stock at $13.06 per share. The reporting person also received cash consideration for that portion of the option relating to a fractional share of RRI common stock.
(7)	Upon completion of the merger, this option, which provided for three-year ratable vesting on 3/3/10, 3/3/11 and 3/3/12, vested in full and was converted into an option to purchase 81,058 shares of RRI common stock at $3.67 per share. The reporting person also received cash consideration for that portion of the option relating to a fractional share of RRI common stock.
(8)	Upon completion of the merger, this fully-vested warrant was converted into the same number of warrants with the same exercise price, with the reporting person receiving upon exercise 2.835 shares of RRI common stock for each warrant. The reporting person also received cash consideration for that portion of the warrant relating to a fractional share of RRI common stock.
(9)	Reporting person disposed of these shares to satisfy tax withholding obligations related to the vesting of restricted stock units.

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