SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LS Power Development, L.L.C.

(Last)

(First)

(Middle)

TWO TOWER CENTER

11TH FLOOR

(Street)

EAST BRUNSWICK

08816

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
04/08/2010

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	04/08/2010		S		681,713⁽¹⁾	D	$1.2035	80,744,765⁽²⁾	I	See Remarks
Class A Common Stock	04/09/2010		S		650,530⁽³⁾	D	$1.1946	80,094,235⁽⁴⁾	I	See Remarks
Class A Common Stock	04/12/2010		S		1,424,349⁽⁵⁾	D	$1.2326	78,669,886⁽⁶⁾	I	See Remarks

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Of these shares, LS Power Associates, L.P. ("LSP Associates") sold 97,931 shares, LS Power Equity Partners, L.P. ("LSPEP") sold 351,117 shares, LS Power Equity Partners PIE I, L.P. ("PIE I") sold 212,908 shares, LS Power Partners, L.P. ("LSP Partners") sold 11,402 shares and LSP Gen Investors, L.P. ("Gen Investors") sold 8,355 shares.

2. Of these shares, LSP Associates directly holds 11,599,288 shares, LSPEP directly holds 41,587,668 shares, PIE I directly holds 25,217,684 shares, LSP Partners directly holds 1,350,533 shares and Gen Investors directly holds 989,592 shares.

3. Of these shares, LSP Associates sold 93,451 shares, LSPEP sold 335,056 shares, PIE I sold 203,169 shares, LSP Partners sold 10,881 shares and Gen Investors sold 7,973 shares.

4. Of these shares, LSP Associates directly holds 11,505,837 shares, LSPEP directly holds 41,252,612 shares, PIE I directly holds 25,014,515 shares, LSP Partners directly holds 1,339,652 shares and Gen Investors directly holds 981,619 shares.

5. Of these shares, LSP Associates sold 204,613 shares, LSPEP sold 733,612 shares, PIE I sold 444,843 shares, LSP Partners sold 23,824 shares and Gen Investors sold 17,457 shares.

6. Of these shares, LSP Associates directly holds 11,301,224 shares, LSPEP directly holds 40,519,000 shares, PIE I directly holds 24,569,672 shares, LSP Partners directly holds 1,315,828 shares and Gen Investors directly holds 964,162 shares.

Remarks:

LS Power Development LLC ("LSP Development") is the general partner of LS Power Partners, L.P. ("LSP Partners") and LS Power Associates, L.P. ("LSP Associates"). LSP Partners is the general partner of LS Power Equity Partners, L.P. ("LSPEP"), LS Power Equity Partners PIE I, L.P. ("PIE I") and LSP Gen Investors, L.P. ("Gen Investors"). As a result of its relationship with LSP Partners and LSP Associates, LSP Development may be deemed to have shared voting and investment power with respect to the shares beneficially owned by the LSP Partners, LSP Associates, LSPEP, PIE I, and Gen Investors. As such, LSP Development may be deemed to have shared beneficial ownership of the shares of which such entities are the owners. LSP Development, however, disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that LSP Development is the beneficial owner of the Issuer's securities reported on this Form 4 for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. As a result of its relationship with LSPEP, PIE I, and Gen Investors, LSP Partners may be deemed to have shared voting and investment power with respect to the shares beneficially owned by LSPEP, PIE I, and Gen Investors. As such, LSP Partners may be deemed to have shared beneficial ownership of the shares of which LSPEP, PIE I, and Gen Investors are the owners. LSP Partners, however, disclaims beneficial ownership of such shares except to the extent of its pecuniary interest therein.

	/s/ Darpan Kapadia, Managing Director	04/12/2010
	** 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).
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