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Form 4 DYNEGY INC. For: Dec 18 Filed by: FRANKLIN RESOURCES INC

December 19, 2014 4:22 PM EST
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 *
FRANKLIN RESOURCES INC

(Last) (First) (Middle)
ONE FRANKLIN PARKWAY

(Street)
SAN MATEO CA 94403-1906

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/18/2014
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 12/18/2014   S   45,100 D $ 31.2976 17,481,923 I (1) See Footnote
Common Stock 12/18/2014   S   554,900 D $ 31.0601 16,927,023 I (1) See Footnote
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
Explanation of Responses:
1. See Exhibits 99-1 and 99-2 for text of footnote, which Exhibits are incorporated by reference herein.
Remarks:
ex99-1.txt, ex99-2.txt
Lori A. Weber, Assistant Secretary of Franklin Resources, Inc. 12/19/2014
** 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.
Exhibit 99-1


The Dynegy, Inc. securities reported on the attached Form 4 (collectively, the 
Securities) are beneficially owned by Franklin Advisers, Inc. (FAV), an indirect
  wholly owned subsidiary of Franklin Resources, Inc. (FRI), in FAV's capacity 
as the investment adviser to various investment companies registered under 
Section 8 of the Investment Company Act of 1940 and other accounts, including 
Franklin Income Fund, a series of Franklin Custodian Funds, an investment 
company registered under the Investment Company Act of 1940, that has an 
interest in 14,500,000 shares of the Securities.  When an investment management 
contract (including a sub-advisory agreement) delegates to FAV investment 
discretion or voting power over the Securities held in the investment advisory 
accounts that are subject to that agreement, FRI treats FAV as having sole 
investment discretion or voting authority, as the case may be, unless the 
agreement specifies otherwise. Accordingly, FAV reports for purposes of section 
13(d) of the Securities Exchange Act of 1934, as amended (the Act), that it has 
sole investment discretion and voting authority over the Securities covered by 
any such investment management agreement.

Charles B. Johnson and Rupert H. Johnson, Jr. (the Principal Shareholders) each 
owns in excess of 10% of the outstanding common stock of FRI and are the 
principal stockholders of FRI.  FRI and the Principal Shareholders may be deemed
  to be, for purposes of Rule 13d-3 under the Act, the beneficial owners of 
Securities held by persons and entities for whom or for which FAV provides 
investment management services.  Each of FRI, the Principal Shareholders and FAV
  disclaims any pecuniary interest in any of the Securities.  In addition, the 
filing of this Form 4 should not be construed as an admission that any of FRI or
  the Principal Shareholders is, and each disclaims that it is, the beneficial 
owner, as defined in Rule 13d-3, of any of the Securities, except to the extent 
of that filer's pecuniary interest therein.

FRI, the Principal Shareholders and FAV believe that they are not a group within
  the meaning of Rule 13d-5 under the Act and that they are not otherwise 
required to attribute to each other the beneficial ownership of the Securities 
held by any of them or by any persons or entities for whom or for which FAV 
provides investment management services.

Exhibit 99-2

Names and Addresses of Additional Reporting Persons:

Charles B. Johnson
Franklin Templeton Investments
300 S.E. 2nd Street
Fort Lauderdale, FL 33301-1923

Rupert H. Johnson, Jr.
Franklin Templeton Investments
One Franklin Parkway
San Mateo, CA 94403-1906

Franklin Advisers, Inc.
One Franklin Parkway
San Mateo, CA  94403 1906


Franklin Custodian Funds on behalf of Franklin Income Fund

By:  Lori A. Weber, Vice President
and Assistant Secretary, Franklin Custodian Funds




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