Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Burke Carolyn Jeanne
   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
(Last)
(First)
(Middle)
601 TRAVIS, 14TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
03/08/2016
(Street)

HOUSTON, TX 77002		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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               57,825 (1) D  

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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 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
Employee Stock Option (Right to Buy) $ 0 03/08/2016(2)   A   53,061     (3) 03/08/2026 Common Stock 53,061 $ 0 53,061 D  
Restricted Stock Units (5) 03/08/2016(4)   A   29,378     (5)   (5) Common Stock 29,378 $ 11.05 29,378 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Burke Carolyn Jeanne
601 TRAVIS
14TH FLOOR
HOUSTON, TX 77002		       EVP  

Signatures

 /s/ Heidi D. Lewis, Attorney-in-Fact   03/10/2016
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Amount includes 5,411 restricted stock units that vest on March 18, 2016, 4,631 restricted stock units that vest on March 3, 2017 and 7,709 restricted stock units that vest in two annual equal installments beginning on March 3, 2017.
(2) The grants of the stock options were approved by a committee of the Issuer's Board of Directors on March 8, 2016.
(3) Option grant pursuant to rule 16b-3(d). The option becomes exercisable in three annual equal installments beginning March 8, 2017.
(4) The grants of the restricted stock units were approved by a committee of the Issuer's Board of Directors on March 8, 2016.
(5) Restricted stock unit grant pursuant to Rule 16b-3(d). Each restricted stock unit represents a contingent right to receive one share of Dynegy Inc. common stock, if additional shares under the Issuer's Long Term Incentive Plan are approved by stockholders, or, if not approved, the cash equivalent of one share of common stock. The restricted stock units vest in three annual equal installments beginning on March 8, 2017.

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