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 *

James Catherine C. 		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 General Counsel
(Last)          (First)          (Middle)

601 TRAVIS, 14TH FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

4/9/2018
(Street)

HOUSTON, TX 77002
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

_ X _ Form filed by One Reporting Person
___ 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   4/9/2018     D    93337   D   (1) 0   D    

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
Common Stock Option (Right to Buy)   $18.70   4/9/2018     D         70215      (2)   (2) Common Stock   70215     (2) 0   D    
Common Stock Option (Right to Buy)   $23.10   4/9/2018     D         27028      (3)   (3) Common Stock   27028     (3) 0   D    
Common Stock Option (Right to Buy)   $23.03   4/9/2018     D         33841      (4)   (4) Common Stock   33841     (4) 0   D    
Common Stock Option (Right to Buy)   $27.24   4/9/2018     D         28590      (5)   (5) Common Stock   28590     (5) 0   D    
Common Stock Option (Right to Buy)   $11.05   4/9/2018     D         52561      (6)   (6) Common Stock   52561     (6) 0   D    
Common Stock Option (Right to Buy)   $8.02   4/9/2018     D         57278      (7)   (7) Common Stock   57278     (7) 0   D    
Restricted Stock Units     (8) 4/9/2018     D         84712      (8)   (8) Common Stock   84712   $0   0   D    

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 45,780 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 17,622 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 22,064 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 18,640 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 34,269 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 37,345 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
James Catherine C.
601 TRAVIS
14TH FLOOR
HOUSTON, TX 77002

EVP and General Counsel

Signatures
/s/ Heidi D. Lewis, Attorney-in-Fact 4/11/2018
** 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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