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 *
Daley Martin W.
   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 COO
(Last)
(First)
(Middle)
601 TRAVIS, 14TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
04/09/2018
(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 04/09/2018   D   48,194 D (1) 0 D  
Common Stock 04/09/2018   D   504 D (1) 0 I Spouse

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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
Common Stock Option (Right to Buy) $ 18.7 04/09/2018   D     17,569   (2)   (2) Common Stock 17,569 (2) 0 D  
Common Stock Option (Right to Buy) $ 23.1 04/09/2018   D     6,082   (3)   (3) Common Stock 6,082 (3) 0 D  
Common Stock Option (Right to Buy) $ 23.03 04/09/2018   D     8,461   (4)   (4) Common Stock 8,461 (4) 0 D  
Common Stock Option (Right to Buy) $ 27.24 04/09/2018   D     17,472   (5)   (5) Common Stock 17,472 (5) 0 D  
Common Stock Option (Right to Buy) $ 11.05 04/09/2018   D     33,124   (6)   (6) Common Stock 33,124 (6) 0 D  
Common Stock Option (Right to Buy) $ 8.02 04/09/2018   D     48,518   (7)   (7) Common Stock 48,518 (7) 0 D  
Restricted Stock Units (8) 04/09/2018   D     73,215   (8)   (8) Common Stock 73,215 $ 0 0 D  
Restricted Stock Units (8) 04/09/2018   D     294   (8)   (8) Common Stock 294 $ 0 0 I Spouse

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Daley Martin W.
601 TRAVIS
14TH FLOOR
HOUSTON, TX 77002		       EVP and COO  

Signatures

 /s/ Heidi D. Lewis, Attorney-in-Fact   04/11/2018
**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) 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 11,454 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 3,965 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 5,516 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 11,391 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 21,596 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 31,633 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.

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