Energy Capital Partners Iii-a Form 3 Initial statement of insider ownership

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^*

ENERGY CAPITAL PARTNERS III, LLC

(Last) (First) (Middle)

51 JOHN F. KENNEDY PARKWAY

SUITE 200

(Street)

SHORT HILLS NJ 07078

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/07/2017

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

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	19,541,152	I	See footnotes(1)(2)

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

1. Name and Address of Reporting Person^*

ENERGY CAPITAL PARTNERS III, LLC

(Last) (First) (Middle)

51 JOHN F. KENNEDY PARKWAY

SUITE 200

(Street)

SHORT HILLS NJ 07078

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Energy Capital Partners GP III, LP

(Last) (First) (Middle)

51 JOHN F. KENNEDY PARKWAY SUITE 200

(Street)

SHORT HILLS NJ 07078

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ENERGY CAPITAL PARTNERS III, LP

(Last) (First) (Middle)

51 JOHN F. KENNEDY PARKWAY SUITE 200

(Street)

SHORT HILLS NJ 07078

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ENERGY CAPITAL PARTNERS III-C, LP

(Last) (First) (Middle)

51 JOHN F. KENNEDY PARKWAY SUITE 200

(Street)

SHORT HILLS NJ 07078

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Energy Capital Partners III-B (Terawatt IP), LP

(Last) (First) (Middle)

51 JOHN F. KENNEDY PARKWAY SUITE 200

(Street)

SHORT HILLS NJ 07078

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ENERGY CAPITAL PARTNERS III-A, LP

(Last) (First) (Middle)

51 JOHN F. KENNEDY PARKWAY SUITE 200

(Street)

SHORT HILLS NJ 07078

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Terawatt Holdings GP, LLC

(Last) (First) (Middle)

51 JOHN F. KENNEDY PARKWAY SUITE 200

(Street)

SHORT HILLS NJ 07078

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Terawatt Holdings, LP

(Last) (First) (Middle)

51 JOHN F. KENNEDY PARKWAY SUITE 200

(Street)

SHORT HILLS NJ 07078

(City) (State) (Zip)

Explanation of Responses:

1. Terawatt Holdings, LP is the record holder of the securities reported herein. Energy Capital Partners III, LLC ("ECP GP") is the general partner of Energy Capital Partners GP III, LP ("ECP Fund GP"), which is the general partner of each of Energy Capital Partners III, LP, Energy Capital Partners III-A, Energy Capital Partners III-B (Terawatt IP), LP and Energy Capital Partners III-C, LP (collectively, the "ECP Funds"), which are the sole members of Terawatt Holdings GP, LLC ("Terawatt GP"), which is the general partner of Terawatt Holdings, LP.

2. Douglas Kimmelman, Thomas Lane, Andrew Singer, Peter Labbat and Tyler Reeder are the managing members of, and Rahman D'Argenio is a partner of, ECP GP and share the power to vote and dispose of the securities beneficially owned by ECP GP. As such, each of Terawatt GP, the ECP Funds, ECP Fund GP, ECP GP and Messrs. Kimmelman, Lane, Singer, Labbat, Reeder and D'Argenio may be deemed to have or share beneficial ownership of the Common Stock held directly by Terawatt Holdings. Each such entity or individual disclaims any such beneficial ownership except to the extent of their pecuniary interest therein.

Remarks:

	Energy Capital Partners III, LLC, By: /s/ Christopher M. Leininger, Managing Director and Deputy General Counsel	02/17/2017
	Energy Capital Partners GP III, LP, By: Energy Capital Partners III, LLC, its general partner, By: /s/ Christopher M. Leininger, Managing Director and Deputy General Counsel	02/17/2017
	Energy Capital Partners III, LP, By: Energy Capital Partners GP III, LP, its general partner, By: Energy Capital Partners III, LLC, its general partner, By: /s/ Christopher M. Leininger, Managing Director and Deputy General Counsel	02/17/2017
	Energy Capital Partners III-C, LP, By: Energy Capital Partners GP III, LP, its general partner, By: Energy Capital Partners III, LLC, its general partner, By: /s/ Christopher M. Leininger, Managing Director and Deputy General Counsel	02/17/2017
	Energy Capital Partners III-B (Terawatt IP), LP, By: Energy Capital Partners GP III, LP, its general partner, By: Energy Capital Partners III, LLC, its general partner, By: /s/ Christopher M. Leininger, Managing Director and Deputy General Counsel	02/17/2017
	Energy Capital Partners III-A, LP, By: Energy Capital Partners GP III, LP, its general partner, By: Energy Capital Partners III, LLC, its general partner, By: /s/ Christopher M. Leininger, Managing Director and Deputy General Counsel	02/17/2017
	Terawatt Holdings GP, LLC, By: /s/ Tyler Reeder, President	02/17/2017
	Terawatt Holdings, LP, By: Terawatt Holdings GP, LLC, its general partner, By: /s/ Tyler Reeder, President	02/17/2017
	** Signature of Reporting Person	Date
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