James Catherine C. Form 4 DYNEGY / Catherine C. James ownership change

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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X

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^*

James Catherine C.

(Last) (First) (Middle)

601 TRAVIS

14TH FLOOR

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DYNEGY INC. [ DYN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP and General Counsel

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)

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	04/09/2018		D		93,337	D	(1)	0	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
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			27,028	(3)	(3)	Common Stock	27,028	(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			52,561	(6)	(6)	Common Stock	52,561	(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			84,712	(8)	(8)	Common Stock	84,712	$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 17,622 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 34,269 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
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