Talen Energy Corp — Director's Dealing 2016

Dec 6, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Talen Energy Corp (TLN)
CIK: 0001622536
Period of Report: 2016-12-06

Reporting Person: BERNTHAL FREDERICK M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-06	Common Stock	D	734	—	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-06	Stock Unit (DDCP)	$	D	19186.574	Disposed		Common Stock (19186.574)	Direct

Footnotes

F1: On December 6, 2016, pursuant to the Agreement and Plan of Merger dated as of June 2, 2016 (the "Merger Agreement"), by and among Talen Energy Corporation (the "Company"), RPH Parent LLC, SPH Parent LLC, CRJ Parent LLC and RJS Merger Sub Inc. ("Merger Sub"), Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation on the terms and conditions set forth in the Merger Agreement (the "Merger").

F2: Pursuant to the Merger Agreement, each share of Company common stock outstanding as of immediately prior to the effective time of the Merger (the "Effective Time"), was, at the Effective Time, automatically converted into the right to receive $14.00 in cash, without interest (the "Merger Consideration").

F3: Represents stock units ("Director Stock Units") acquired under the Issuer's Directors Deferred Compensation Plan ("DDCP"). Each Director Stock Unit is the economic equivalent of one share of Issuer common stock. Pursuant to the terms of the DDCP, the Director Stock Units shall settle in common stock upon the director's retirement or separation from service. No conversion or exercise price applies.

F4: Pursuant to the Merger Agreement, all Director Stock Units outstanding immediately prior to the Effective Time were converted into the right to receive an amount in cash, based on the number of shares of Company common stock subject to the award and the Merger Consideration, and otherwise upon the terms and subject to the conditions set forth in the Merger Agreement.