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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* NICHOLS HOLLI (Last) (First) (Middle) 1000 LOUISIANA SUITE 5800 (Street) HOUSTON TX 77002 (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 10% Owner X Officer (give title below) Other (specify below) EVP and CFO
	3. Date of Earliest Transaction (Month/Day/Year) 04/02/2007
	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)
			Code	V	Amount	(A) or (D)	Price
Class A common stock	04/02/2007		A		36,564	A	(1)	36,564	D
Class A common stock	04/02/2007		A		12,967	A	(1)	12,967	I	By 401(k) Plan(2)
Class A common stock	04/02/2007(3)		A(4)		36,195	A	$0	72,759	D
Class A common stock	04/02/2007		F(5)		8,210	D	$9.67	64,549	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	$35.28	04/02/2007		A		3,690		04/02/2007	05/22/2010	Class A common stock	3,690	(6)	3,690	D
Employee Stock Option (Right to Buy)	$47.19	04/02/2007		A		8,482		04/02/2007	01/19/2011	Class A common stock	8,482	(6)	8,482	D
Employee Stock Option (Right to Buy)	$34.65	04/02/2007		A		16,233		04/02/2007	09/29/2011	Class A common stock	16,233	(6)	16,233	D
Employee Stock Option (Right to Buy)	$23.85	04/02/2007		A		13,008		04/02/2007	12/21/2011	Class A common stock	13,008	(6)	13,008	D
Employee Stock Option (Right to Buy)	$1.77	04/02/2007		A		15,000		04/02/2007	02/04/2013	Class A common stock	15,000	(6)	15,000	D
Employee Stock Option (Right to Buy)	$4.48	04/02/2007		A		25,129		04/02/2007	02/10/2014	Class A common stock	25,129	(6)	25,129	D
Employee Stock Option (Right to Buy)	$4.3	04/02/2007		A		26,639		04/02/2007	01/19/2015	Class A common stock	26,639	(6)	26,639	D
Employee Stock Option (Right to Buy)	$4.88	04/02/2007		A		114,943		04/02/2007	03/16/2016	Class A common stock	114,943	(6)	114,943	D
Employee Stock Option (Right to Buy)	$9.67	04/02/2007(3)		A		142,567		(7)	04/02/2017	Class A common stock	142,567	$0	142,567	D

Explanation of Responses:

1. On April 2, 2007, Dynegy Inc., expected to be renamed Dynegy Illinois Inc. (the ?Predecessor?), merged into a wholly owned subsidiary (the ?Merger?) of Dynegy Acquisition, Inc., now known as Dynegy Inc. (the ?Issuer?). In connection with the Merger, each share of Predecessor common stock was converted into the right to receive one share of Issuer common stock.

2. Rounded. Reflects shares held for the Reporting Person?s account by the Trustee of the Dynegy Inc. 401(k) Savings Plan as of April 2, 2007.

3. The grants of the options and restricted stock were approved by a committee of the Issuer?s board of directors on April 2, 2007.

4. Restricted stock grant pursuant to Rule 16b-3(d). The stock vests in full on April 2, 2010.

5. These shares were withheld by the Issuer to pay the taxes applicable to the vesting of 28,672 shares of restricted stock on April 2, 2007 in connection with the Merger.

6. Each Predecessor stock option was converted into one Issuer stock option, with the same terms and conditions applicable to the Predecessor stock option, at the effective time of the Merger.

7. Option grant pursuant to Rule 16b-3(d). The option becomes exercisable in three equal annual installments beginning April 2, 2008.

Remarks:

	/s/ Heidi D. Lewis, Attorney-in-Fact	04/04/2007
	** 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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