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Form 4 DYNEGY INC. For: Apr 09 Filed by: FLEXON ROBERT C

April 11, 2018 10:38 AM
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 *
FLEXON ROBERT C
(Last) (First) (Middle)
601 TRAVIS
14TH FLOOR
(Street)
HOUSTON TX 77002
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
04/09/2018
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 04/09/2018 D 664,057 D (1) 0 D
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
Common Stock Option (Right to Buy) $ 18.7 04/09/2018 D 273,059 (2) (2) Common Stock 273,059 (2) 0 D
Common Stock Option (Right to Buy) $ 23.1 04/09/2018 D 101,352 (3) (3) Common Stock 101,352 (3) 0 D
Common Stock Option (Right to Buy) $ 23.03 04/09/2018 D 139,594 (4) (4) Common Stock 139,594 (4) 0 D
Common Stock Option (Right to Buy) $ 27.24 04/09/2018 D 148,984 (5) (5) Common Stock 148,984 (5) 0 D
Common Stock Option (Right to Buy) $ 11.05 04/09/2018 D 311,785 (6) (6) Common Stock 311,785 (6) 0 D
Common Stock Option (Right to Buy) $ 8.02 04/09/2018 D 352,561 (7) (7) Common Stock 352,561 (7) 0 D
Restricted Stock Units (8) 04/09/2018 D 497,281 (8) (8) Common Stock 497,281 $ 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 178,034 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 66,081 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 91,015 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 97,137 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 203,283 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 229,869 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.
/s/ Heidi D. Lewis, Attorney-in-Fact 04/11/2018
** Signature of Reporting Person Date
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