Sec Form 4 Filing - Freeland Clint @ DYNEGY INC. - 2018-04-09

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

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1. Name and Address of Reporting Person Freeland Clint 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) EVP and CFO (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 102,056 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 70,215 ( 2 ) ( 2 ) Common Stock 70,215 ( 2 ) 0 D Common Stock Option (Right to Buy) $ 23.1 04/09/2018 D 33,784 ( 3 ) ( 3 ) Common Stock 33,784 ( 3 ) 0 D Common Stock Option (Right to Buy) $ 23.03 04/09/2018 D 34,899 ( 4 ) ( 4 ) Common Stock 34,899 ( 4 ) 0 D Common Stock Option (Right to Buy) $ 27.24 04/09/2018 D 34,943 ( 5 ) ( 5 ) Common Stock 34,943 ( 5 ) 0 D Common Stock Option (Right to Buy) $ 11.05 04/09/2018 D 58,768 ( 6 ) ( 6 ) Common Stock 58,768 ( 6 ) 0 D Common Stock Option (Right to Buy) $ 8.02 04/09/2018 D 60,647 ( 7 ) ( 7 ) Common Stock 60,647 ( 7 ) 0 D Restricted Stock Units ( 8 ) 04/09/2018 D 94,161 ( 8 ) ( 8 ) Common Stock 94,161 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Freeland Clint 601 TRAVIS 14TH FLOOR HOUSTON, TX77002 EVP and CFO 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 615,780 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 22,027 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 22,754 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 22,782 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 38,316 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 39,541 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).

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