FORM 4
[ X ] 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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

ECP ControlCo, LLC 		2. Issuer Name and Ticker or Trading Symbol

DYNEGY INC. [ DYN ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

51 JOHN F. KENNEDY PARKWAY, SUITE 200 		3. Date of Earliest Transaction (MM/DD/YYYY)

1/9/2018
(Street)

SHORT HILLS, NJ 07078
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   1/9/2018     S    5250000   D $11.79   14291152   I   See footnotes   (1) (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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

Explanation of Responses:
(1)  Terawatt Holdings, LP is the record holder of the securities reported herein. ECP Control Co, LLC ("ECP Control Co") is the managing member of Energy Capital Partners III, LLC ("ECP GP"), which is the general partner of Energy Capital Partners GP III, LP ("ECP Fund GP"), which is the general partner of each of Energy Capital Partners III, LP, Energy Capital Partners III-A, Energy Capital Partners III-B (Terawatt IP), LP and Energy Capital Partners III-C, LP (collectively, the "ECP Funds"), which are the sole members of Terawatt Holdings GP, LLC ("Terawatt GP"), which is the general partner of Terawatt Holdings, LP.
(2)  Douglas Kimmelman, Thomas Lane, Andrew Singer, Peter Labbat, Tyler Reeder and Rahman D'Argenio are the managing members of ECP ControlCo and share the power to vote and dispose of the securities beneficially owned by ECP ControlCo. As such, each of Terawatt GP, the ECP Funds, ECP Fund GP, ECP GP, ECP ControlCo and Messrs. Kimmelman, Lane, Singer, Labbat, Reeder and D'Argenio may be deemed to have or share beneficial ownership of the Common Stock held directly by Terawatt Holdings. Each such entity or individual disclaims any such beneficial ownership except to the extent of their pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ECP ControlCo, LLC
51 JOHN F. KENNEDY PARKWAY
SUITE 200
SHORT HILLS, NJ 07078
X

ENERGY CAPITAL PARTNERS III, LLC
51 JOHN F. KENNEDY PARKWAY
SUITE 200
SHORT HILLS, NJ 07078
X

Energy Capital Partners GP III, LP
51 JOHN F. KENNEDY PARKWAY
SUITE 200
SHORT HILLS, NJ 07078
X

ENERGY CAPITAL PARTNERS III, LP
51 JOHN F. KENNEDY PARKWAY
SUITE 200
SHORT HILLS, NJ 07078
X

ENERGY CAPITAL PARTNERS III-A, LP
51 JOHN F. KENNEDY PARKWAY
SUITE 200
SHORT HILLS, NJ 07078
X

Energy Capital Partners III-B (Terawatt IP), LP
51 JOHN F. KENNEDY PARKWAY
SUITE 200
SHORT HILLS, NJ 07078
X

ENERGY CAPITAL PARTNERS III-C, LP
51 JOHN F. KENNEDY PARKWAY
SUITE 200
SHORT HILLS, NJ 07078
X

Terawatt Holdings GP, LLC
51 JOHN F. KENNEDY PARKWAY
SUITE 200
SHORT HILLS, NJ 07078
X

Terawatt Holdings, LP
51 JOHN F. KENNEDY PARKWAY
SUITE 200
SHORT HILLS, NJ 07078
X


Signatures
ECP ControlCo, LLC By: /s/ Andrew D. Singer, Manging Member 1/11/2018
** Signature of Reporting Person Date

Energy Capital Partners III, LLC By: ECP ControlCo, LLC, its managing member By: /s/ Andrew D. Singer, Manging Member 1/11/2018
** Signature of Reporting Person Date

Energy Capital Partners GP III, LP By: Energy Capital Partners III, LLC, its general partner By: ECP ControlCo, LLC, its managing member By: /s/ Andrew D. Singer, Manging Member 1/11/2018
** Signature of Reporting Person Date

Energy Capital Partners III, LP By: Energy Capital Partners GP III, LP, its general partner By: Energy Capital Partners III, LLC, its general partner By: ECP ControlCo, LLC, its managing member By: /s/ Andrew D. Singer, Manging Member 1/11/2018
** Signature of Reporting Person Date

Energy Capital Partners III-A, LP By: Energy Capital Partners GP III, LP, its general partner By: Energy Capital Partners III, LLC, its general partner By: ECP ControlCo, LLC, its managing member By: /s/ Andrew D. Singer, Manging Member 1/11/2018
** Signature of Reporting Person Date

Energy Capital Partners III-B (Terawatt IP), LP By: Energy Capital Partners GP III, LP, its general partner By: Energy Capital Partners III, LLC, its general partner By: ECP ControlCo, LLC, its managing member By: /s/ Andrew D. Singer, Manging Member 1/11/2018
** Signature of Reporting Person Date

Energy Capital Partners III-C, LP By: Energy Capital Partners GP III, LP, its general partner By: Energy Capital Partners III, LLC, its general partner By: ECP ControlCo, LLC, its managing member By: /s/ Andrew D. Singer, Manging Member 1/11/2018
** Signature of Reporting Person Date

Terawatt Holdings GP, LLC By: /s/ Andrew D. Singer, Secretary and General Counsel 1/11/2018
** Signature of Reporting Person Date

Terawatt Holdings, LP By: Terawatt Holdings GP, LLC, its general partner By: /s/ Andrew D. Singer, Secretary and General Counsel 1/11/2018
** Signature of Reporting Person Date


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 control number.
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