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 |
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| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol DYNEGY INC. [ DYN ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 04/09/2018 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 04/09/2018 | D | 98,153 | D | (1) | 0 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Common Stock Option (Right to Buy) | $18.7 | 04/09/2018 | D | 70,215 | (2) | (2) | Common Stock | 70,215 | (2) | 0 | D | ||||
Common Stock Option (Right to Buy) | $23.1 | 04/09/2018 | D | 25,338 | (3) | (3) | Common Stock | 25,338 | (3) | 0 | D | ||||
Common Stock Option (Right to Buy) | $23.03 | 04/09/2018 | D | 33,841 | (4) | (4) | Common Stock | 33,841 | (4) | 0 | D | ||||
Common Stock Option (Right to Buy) | $27.24 | 04/09/2018 | D | 28,590 | (5) | (5) | Common Stock | 28,590 | (5) | 0 | D | ||||
Common Stock Option (Right to Buy) | $11.05 | 04/09/2018 | D | 53,061 | (6) | (6) | Common Stock | 53,061 | (6) | 0 | D | ||||
Common Stock Option (Right to Buy) | $8.02 | 04/09/2018 | D | 57,278 | (7) | (7) | Common Stock | 57,278 | (7) | 0 | D | ||||
Restricted Stock Units | (8) | 04/09/2018 | D | 94,671 | (8) | (8) | Common Stock | 94,671 | $0 | 0 | D |
Explanation of Responses: |
1. Disposed of pursuant to the closing of the merger on April 9, 2018 (the "Effective Date") between Issuer and Vistra Energy Corp. (the "Merger") in exchange for 0.652 shares of Vistra Corp. stock having a market value of $20.83, closing price, per share on the Effective Date of the Merger. |
2. This option was assumed by Vistra Corp. in the Merger and replaced with an option to purchase 45,780 shares of Vistra common stock for $28.68. The option will expire pursuant to the terms of the grant agreement. |
3. This option was assumed by Vistra Corp. in the Merger and replaced with an option to purchase 16,520 shares of Vistra common stock for $35.43. The option will expire pursuant to the terms of the grant agreement. |
4. This option was assumed by Vistra Corp. in the Merger and replaced with an option to purchase 22,064 shares of Vistra common stock for $35.32. The option will expire pursuant to the terms of the grant agreement. |
5. This option was assumed by Vistra Corp. in the Merger and replaced with an option to purchase 18,640 shares of Vistra common stock for $41.78. The option will expire pursuant to the terms of the grant agreement. |
6. This option was assumed by Vistra Corp. in the Merger and replaced with an option to purchase 34,595 shares of Vistra common stock for $16.95. The option will expire pursuant to the terms of the grant agreement. |
7. This option was assumed by Vistra Corp. in the Merger and replaced with an option to purchase 37,345 shares of Vistra common stock for $12.30. The option will expire pursuant to the terms of the grant agreement. |
8. Restricted Stock Units convert into common stock on a one-for-one basis. Disposed of pursuant to the Merger in exchange for 0.652 shares of Vistra Restricted Stock Units having a market value of $20.83, closing price, per share on the Effective Date of the Merger. The Restricted Stock Units will vest pursuant to the terms of the Grant Agreements. |
/s/ Heidi D. Lewis, Attorney-in-Fact | 04/11/2018 | |
** 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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |