FORM 4
[ X ] 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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
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 *

Walden John Clinton 		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)
Chief Accounting Officer
(Last)          (First)          (Middle)

601 TRAVIS, 14TH FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

4/9/2018
(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   4/9/2018     D    8940   D   (1) 00000   D    

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
Common Stock Option (Right to Buy)   $18.70   4/9/2018     D         4768      (2)   (2) Common Stock   4768     (2) 0   D    
Common Stock Option (Right to Buy)   $23.10   4/9/2018     D         7053      (3)   (3) Common Stock   7053     (3) 0   D    
Common Stock Option (Right to Buy)   $23.03   4/9/2018     D         8461      (4)   (4) Common Stock   8461     (4) 0   D    
Common Stock Option (Right to Buy)   $27.24   4/9/2018     D         7148      (5)   (5) Common Stock   7148     (5) 0   D    
Common Stock Option (Right to Buy)   $11.05   4/9/2018     D         12872      (6)   (6) Common Stock   12872     (6) 0   D    
Common Stock Option (Right to Buy)   $8.02   4/9/2018     D         15499      (7)   (7) Common Stock   15499     (7) 0   D    
Restricted Stock Units     (8) 4/9/2018     D         35444      (8)   (8) Common Stock   35444   $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 3,108 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 4,598 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 5,516 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 4,660 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 8,392 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 10,105 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Walden John Clinton
601 TRAVIS
14TH FLOOR
HOUSTON, TX 77002

Chief Accounting Officer

Signatures
/s/ Heidi D. Lewis, Attorney-in-Fact 4/11/2018
** 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 control number.
Dynegy Inc. (NYSE:DYNC)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Dynegy Inc. Charts.
Dynegy Inc. (NYSE:DYNC)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Dynegy Inc. Charts.