SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Ryan Jason Michael (Last) (First) (Middle) 1111 LOUISIANA (Street) HOUSTON TX 77002 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/02/2019	3. Issuer Name and Ticker or Trading Symbol CENTERPOINT ENERGY INC [ CNP ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) SVP & General Counsel	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	13,720(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Total includes (i) 1,466 time-based restricted stock units ("RSUs") previously awarded under the Issuer's Long-term Incentive Plan (the "Plan") and vesting in February 2020, (ii) 1,532 RSUs previously awarded under the Plan and vesting in February 2021, and (iii) 2,163 RSUs previously awarded under the Plan and vesting in February 2022. The award to vest in 2020 shall vest if the Reporting Person continues to be an employee of Issuer from grant date through vesting date and on a pro-rata basis in the event of his earlier retirement, disability or death. The above awards to vest in 2021 and 2022 shall vest (i) if he continues to be an employee of Issuer from grant date through vesting date and (ii) in the event of his disability or death. Also, the above awards to vest in 2021 and 2022 shall vest on a pro-rata basis in the event of his retirement unless he satisfies various conditions for full vesting.

Remarks:

	Vincent A. Mercaldi, Attorney-in-Fact	04/11/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
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CENTERPOINT ENERGY, INC.

Power of Attorney

        WHEREAS, the undersigned, in his or her capacity as a director or
officer or both, as the case may be, of CenterPoint Energy, Inc., a Texas
corporation (the "Company"), may be required to file with the Securities and
Exchange Commission (the "Commission") under Section 16 of the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder (collectively, the "Exchange Act"), Forms 3, 4, and 5 or other
reports, applications, and documents ("Forms") relating to the undersigned's
holdings of and transactions in securities of the Company;

	NOW, THEREFORE, the undersigned, in his or her capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint Vincent
A. Mercaldi, and any duly appointed corporate secretary or assistant corporate
secretary of the Company, and each of them severally, as his or her true and
lawful attorney-in-fact or attorneys-in-fact and agent or agents with power to
act with or without the other and with full power of substitution and
resubstitution, to execute in his or her name, place and stead, in his or her
capacity as a director or officer or both, as the case may be, of the Company,
Forms and any and all amendments thereto and any and all instruments necessary
or incidental in connection therewith, if any, and to file the same with the
Commission and any stock exchange or similar authority.  Each said
attorney-in-fact and agent shall have full power and authority to do and perform
in the name and on behalf of the undersigned in any and all capacities, every
act whatsoever necessary or desirable to be done in the premises, as fully and
to all intents and purposes as the undersigned might or could do in person, the
undersigned hereby ratifying and approving the acts of said attorney.  The
powers and authority of each said attorney-in-fact and agent herein granted
shall remain in full force and effect until the undersigned is no longer
required to file Forms under the Exchange Act, unless earlier revoked by the
undersigned by giving written notice of such revocation to the Company.  The
undersigned acknowledges that the said attorneys-in-fact, in serving in such
capacity at the request of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with the Exchange
Act.

	IN WITNESS WHEREOF, the undersigned has executed this instrument this
1st day of April, 2019.

                                          /s/ Jason M. Ryan
                                          Name:  Jason M. Ryan