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 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Daley Martin W.
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 COO
(Last)          (First)          (Middle)

601 TRAVIS STREET, SUITE 1400
3. Date of Earliest Transaction (MM/DD/YYYY)

3/8/2018
(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   3/8/2018     M    6113   A   (1) 50788   D    
Common Stock   3/8/2018     F (2)    2594   D $13.47   (3) 48194   (4) D    
Common Stock   3/8/2018     M    294   A   (6) 798   I   Spouse  
Common Stock   3/8/2018     D    294   D $13.47   504   I   Spouse  

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
Restricted Stock Units     (1) 3/8/2018     M         6113      (5)   (5) Common Stock   6113   $0.00   73215   D    
Restricted Stock Units     (6) 3/8/2018     M         294      (6)   (6) Common Stock   294   $0.00   294   I   Spouse  

Explanation of Responses:
(1)  Each restricted stock unit is the economic equivalent of one share of Dynegy Inc. common stock.
(2)  These restricted stock units were withheld to pay the taxes applicable to the vesting of 6,113 units of restricted stock on March 8, 2018.
(3)  Reflects closing stock price on March 8, 2018.
(4)  Amount includes 20,948 restricted stock units that vest in two annual equal installments beginning on March 1, 2019.
(5)  On March 8, 2016, the reporting person was granted 18,340 restricted stock units representing the contingent right to receive for each restricted stock unit one share of Dynegy Inc. common stock or the cash equivalent of one share of common stock. The restricted stock units vest in three annual equal installments which began on March 8, 2017.
(6)  Each restricted stock unit is the economic equivalent of one share of Dynegy Inc. common stock. The restricted stock units become payable in cash after the vesting date. On March 8, 2018, 294 restricted stock units vested and were settled in cash based upon the closing stock price of $13.47 on March 8, 2018.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Daley Martin W.
601 TRAVIS STREET
SUITE 1400
HOUSTON, TX 77002


EVP and COO

Signatures
/s/ Heidi D. Lewis, Attorney-in-Fact 3/12/2018
** 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 control number.
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