FRANKLIN RESOURCES INC — Director's Dealing 2014

Dec 10, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DYNEGY INC. (DYN)
CIK: 0001379895
Period of Report: 2014-12-10

Reporting Person: FRANKLIN RESOURCES INC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-10	Common Stock	J	6490.0000	—	Disposed	18402023.0000	Indirect

Footnotes

F1: On November 19, 2014 Franklin Resources, Inc. ("FRI") filed a Form 4 reporting an acquisition resulting from 2,300 shares of the Issuer's common stock that had been reflected in FRI's internal system as an in-kind transfer from a new account that previously had been managed by another investment adviser. On November 25, 2014 FRI filed a Form 4 reporting that 3,130 shares had been similarly reflected as such an in-kind transfer. On November 26, 2014 FRI filed a Form 4 reporting a similar in-kind transfer of 1,060 shares. The total number of shares reported on these three Forms 4 was 6,490 shares. Those Forms 4 were filed in error. This Form 4 is being filed to reflect that FRI does not beneficially own such shares. The number of shares shown in column 5 of this Form 4 as beneficially owned by FRI is the correct amount so beneficially owned.

F2: See Exhibits 99-1 and 99-2 for text of footnote, which Exhibits are incorporated by reference herein.