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
|
OMB APPROVAL |
OMB Number: |
3235-0287 |
Expires: |
December 31, 2014 |
Estimated average burden |
hours per response: |
0.5 |
|
|
|
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
*
(Street)
|
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
|
See Footnote
|
Common Stock
|
12/18/2014 |
|
S |
|
554,900
|
D
|
$
31.0601
|
16,927,023
|
I
|
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: |
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