Sec Form 4 Filing - FLEXON ROBERT C @ DYNEGY INC. - 2018-04-09

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
FLEXON ROBERT C
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
(Last) (First) (Middle)
601 TRAVIS, 14TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
04/09/2018
(Street)
HOUSTON, TX77002
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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) $ 18.7 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FLEXON ROBERT C
601 TRAVIS
14TH FLOOR
HOUSTON, TX77002
X President and CEO
Signatures
/s/ Heidi D. Lewis, Attorney-in-Fact 04/11/2018
Signature of Reporting Person Date
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.

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.