UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
(Final Amendment)
Dynegy Inc.
(Name of Issuer)
Common Shares, $0.01 Par Value
(Title of Class of Securities)
26817R108
(CUSIP Number)
James J. Moloney
Gibson, Dunn & Crutcher LLP
3161 Michelson Drive
Irvine, CA 92612
(949) 451-4343
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 31, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 26817R108 |
| 1. | Names of Reporting Persons I.R.S. Identification No. of Above Persons (Entities Only)
LUMINUS MANAGEMENT, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
DELAWARE | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0 | |||||
| 12. | Type of Reporting Person (See Instructions)
IA | |||||
2
| CUSIP No. 26817R108 |
| 1. | Names of Reporting Persons I.R.S. Identification No. of Above Persons (Entities Only)
LUMINUS ENERGY PARTNERS MASTER FUND, LTD. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
BERMUDA | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0% | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
3
| CUSIP No. 26817R108 |
| 1. | Names of Reporting Persons I.R.S. Identification No. of Above Persons (Entities Only)
LUMINUS SPECIAL OPPORTUNITIES I ONSHORE, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
DELAWARE | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
4
| CUSIP No. 26817R108 |
| 1. | Names of Reporting Persons I.R.S. Identification No. of Above Persons (Entities Only)
LUMINUS SPECIAL OPPORTUNITIES I PIE MASTER, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
CAYMAN ISLANDS | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
5
| CUSIP No. 26817R108 |
| 1. | Names of Reporting Persons I.R.S. Identification No. of Above Persons (Entities Only)
VEGA ENERGY GP, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
DELAWARE | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0% | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
6
| CUSIP No. 26817R108 |
| 1. | Names of Reporting Persons I.R.S. Identification No. of Above Persons (Entities Only)
VEGA ASSET PARTNERS, LP | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☒ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
DELAWARE | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
7
| Item 1. |
| (a) | Name of Issuer |
Dynegy Inc.
| (b) | Address of Issuer’s Principal Executive Offices |
601 Travis, Suite 1400, Houston, Texas
| Item 2. |
| (a) | Name of Person(s) Filing |
(A) LUMINUS MANAGEMENT, LLC
Luminus Management, LLC is the investment adviser of Luminus Energy Partners Master Fund, Ltd., Luminus Special Opportunities I Onshore, L.P. and Luminus Special Opportunities I PIE Master, L.P.
(B) LUMINUS ENERGY PARTNERS MASTER FUND, LTD.
(C) LUMINUS SPECIAL OPPORTUNITIES I ONSHORE, L.P.
(D) LUMINUS SPECIAL OPPORTUNITIES I PIE MASTER, L.P.
(E) VEGA ENERGY GP, LLC
Vega Energy GP, LLC is the general partner of Vega Asset Partners, LP.
(F) VEGA ASSET PARTNERS, LP
| (b) | Address of Principal Business Office or, if none, Residence |
(A) 1700 Broadway, 38th Floor, New York, NY 10019
(B) 1700 Broadway, 38th Floor, New York, NY 10019
(C) 1700 Broadway, 38th Floor, New York, NY 10019
(D) 1700 Broadway, 38th Floor, New York, NY 10019
(E) 1700 Broadway, 35th Floor, New York, NY 10019
(F) 1700 Broadway, 35th Floor, New York, NY 10019
| (c) | Citizenship |
(A) DELAWARE
(B) BERMUDA
(C) DELAWARE
(D) CAYMAN ISLANDS
(E) DELAWARE
(F) DELAWARE
| (d) | Title of Class of Securities Common Shares, $0.01 Par Value |
| (e) | CUSIP Number 26817R108 |
8
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable
| (a) |
☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | ||
| (b) |
☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | ||
| (c) |
☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | ||
| (d) |
☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | ||
| (e) |
☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | ||
| (f) |
☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||
| (g) |
☐ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | ||
| (h) |
☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
| (i) |
☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||
| (j) |
☐ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | ||
| (k) |
☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: . | ||
9
| Item 4. | Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a), (b), and (c)
| Reporting Persons* |
Number of Shares With Sole Voting and Dispositive Power |
Number of Shares With Shared Voting and Dispositive Power |
Aggregate Number of Shares Beneficially Owned |
Percentage of Class Beneficially Owned** |
||||||||||||
| LUMINUS MANAGEMENT, LLC |
0 | 0 | 0 | 0 | % | |||||||||||
| LUMINUS ENERGY PARTNERS MASTER FUND, LTD. |
0 | 0 | 0 | 0 | % | |||||||||||
| LUMINUS SPECIAL OPPORTUNITIES I ONSHORE, L.P. |
0 | 0 | 0 | 0 | % | |||||||||||
| LUMINUS SPECIAL OPPORTUNITIES I PIE MASTER, L.P. |
0 | 0 | 0 | 0 | % | |||||||||||
| VEGA ENERGY GP, LLC |
0 | 0 | 0 | 0 | % | |||||||||||
| VEGA ASSET PARTNERS, LP |
0 | 0 | 0 | 0 | % | |||||||||||
| * | The above figures reflect the most recent beneficial ownership for each of the Reporting Persons above as of December 31, 2016. |
| ** | The Percentage of Class Beneficially Owned is based on 117,293,478 shares outstanding as of October 12, 2016 reported in the Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 2, 2016. |
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
Given the relationship between each of the Reporting Persons on this Schedule 13G, such persons may be deemed members of a group pursuant to Rule 13d-5 under the Securities Exchange Act of 1934.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
10
| Item 10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 13, 2017
| Luminus Management, LLC | ||
| By: | /s/ Jonathan Barrett | |
| Name: | Jonathan Barrett | |
| Title: | President | |
| Luminus Energy Partners Master Fund, Ltd. | ||
| By: | Luminus Management, LLC | |
| Its: | Investment Manager | |
| By: | /s/ Jonathan Barrett | |
| Name: | Jonathan Barrett | |
| Title: | President | |
| Luminus Special Opportunities I Onshore, L.P. | ||
| By: | Luminus Management, LLC | |
| Its: | Investment Manager | |
| By: | /s/ Jonathan Barrett | |
| Name: | Jonathan Barrett | |
| Title: | President | |
| Luminus Special Opportunities I PIE Master, L.P. | ||
| By: | Luminus Management, LLC | |
| Its: | Investment Manager | |
| By: | /s/ Jonathan Barrett | |
| Name: | Jonathan Barrett | |
| Title: | President | |
| Vega Energy GP, LLC | ||
| By: | /s/ Paul Segal | |
| Name: | Paul Segal | |
| Title: | President | |
| Vega Asset Partners, LP | ||
| By: | Vega Energy GP, LLC | |
| Its: | General Partner | |
| By: | /s/ Paul Segal | |
| Name: | Paul Segal | |
| Title: | President | |
INDEX OF EXHIBITS
| Exhibit |
Description | |
| A | Joint Filing Agreement dated March 16, 2015 (incorporated by reference to Exhibit A to the Schedule 13G filed with the Securities and Exchange Commission by the Reporting Persons on March 16, 2015). | |
| B | Power of Attorney dated March 16, 2015 (incorporated by reference to Exhibit B to the Schedule 13G filed with the Securities and Exchange Commission by the Reporting Persons on March 16, 2015). | |