CenterPoint Energy, Inc.
CENTERPOINT ENERGY INC (Form: 4, Received: 05/19/2005 09:15:33)
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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

ROZZELL SCOTT E
2. Issuer Name and Ticker or Trading Symbol

CENTERPOINT ENERGY INC [ CNP ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
EVP, Gen.Counsel, Corp. Sec
(Last)          (First)          (Middle)

1111 LOUISIANA
3. Date of Earliest Transaction (MM/DD/YYYY)

5/18/2005
(Street)

HOUSTON, TX 77002
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   5/18/2005     M    29000   A $5.64   104977   (1) D    
Common Stock   5/18/2005     S    29000   D $12.15   75977   (1) D    
Common Stock                  29167   I   By savings plan   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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)   $5.64   5/18/2005           29000      (3) 3/3/2013   Common Stock   29000     (4) 14900   D    

Explanation of Responses:
( 1)  Includes 25,800 shares of time based restricted stock payable March 4, 2006 and 11,400 shares of time based restricted stock payable March 3, 2007 if the reporting person is an employee of Issuer through such date and on a prorata basis in the event of his earlier retirement, disability of death.
( 2)  Equivalent Shares held in CenterPoint Energy, Inc. Savings Plan as of May 1, 2005.
( 3)  Stock options totaling 43,900 vest in three equal installments on March 4, 2004, 2005 and 2006.
( 4)  Price is not applicable.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ROZZELL SCOTT E
1111 LOUISIANA
HOUSTON, TX 77002


EVP, Gen.Counsel, Corp. Sec
Signatures
Scott E. Rozzell 5/19/2005
** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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End of Filing
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