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 STREET, SUITE 1400
3. Date of Earliest Transaction (Month/Day/Year)
03/08/2017
(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 03/08/2017   M   6,113 A (1) 53,104 D  
Common Stock 03/08/2017   F(2)   2,897 D $ 7.62 (3) 50,207 (4) D  
Common Stock 03/08/2017   M   294 A (6) 798 I Spouse
Common Stock 03/08/2017   D   294 D $ 7.62 504 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
Restricted Stock Units (1) 03/08/2017   M     6,113   (5)   (5) Common Stock 6,113 $ 0 12,227 D  
Restricted Stock Units (6) 03/08/2017   M     294   (6)   (6) Common Stock 294 $ 0 588 I Spouse

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Daley Martin W.
601 TRAVIS STREET
SUITE 1400
HOUSTON, TX 77002
      EVP and COO  

Signatures

 /s/ Heidi D. Lewis, Attorney-in-Fact   03/09/2017
**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) Each restricted stock unit is the economic equivalent of one share of Dynegy Inc. common stock.
(2) These restricted stock units were withheld to pay the taxes applicable to the vesting of 6,113 units of restricted stock on March 8, 2017.
(3) Reflects closing stock price on March 8, 2017.
(4) Amount includes 2,355 restricted stock units that vest on March 3, 2018 and 31,422 restricted stock units that vest in three annual equal installments beginning on March 1, 2018.
(5) On March 8, 2016, the reporting person was granted 18,340 restricted stock units representing the contingent right to receive for each restricted stock unit one share of Dynegy Inc. common stock or the cash equivalent of one share of common stock. The restricted stock units vest in three annual equal installments beginning on March 8, 2017.
(6) Each restricted stock unit is the economic equivalent of one share of Dynegy Inc. common stock. The restricted stock units become payable in cash after the vesting date. On March 8, 2017, 294 restricted stock units vested and were settled in cash based upon the closing stock price of $7.62 on March 8, 2017.

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