X0202 4 2007-04-02 0 0001379895 DYNEGY INC. DYN 0001392348 Hochberg Jason 1000 LOUISIANA SUITE 5800 HOUSTON TX 77002 0 1 0 0 Exec VP Class B common stock 2007-04-02 4 P 0 340000000 A 340000000 I By LS Entities Class B common stock 2007-04-02 4 A 0 41366 0 A 41366 D Employee Stock Option (Right to Buy) 9.67 2007-04-02 4 A 0 162933 0 A 2017-04-02 Class A common stock 162933 162933 D As a result of the Reporting Person?s position, relationship and/or other affiliation with the general partners of each of LSP Gen Investors, L.P., LS Power Partners, L.P., LS Power Equity Partners PIE I, L.P., LS Power Equity Partners, L.P. and LS Power Associates, L.P. (collectively, the ?LS Entities?), the Reporting Person may be deemed the beneficial owner (for purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the ?Exchange Act?)) of the aggregate 340,000,000 shares of the Class B common stock of the Issuer (the ?Shares?) held by the LS Entities as of the date hereof. The Reporting Person disclaims beneficial ownership of the Shares, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the Shares for purposes of Section 16 of the Exchange Act or for any other purpose. In connection with the Plan of Merger, Contribution and Sale Agreement, dated as of September 14, 2006, by and among the Issuer, the LS Entities and the other parties thereto, the LS Entities received the Shares, $100 million in cash and $275 million in aggregate principal amount of Issuer notes in exchange for (i) the contribution by the LS Entities of all of the interests owned by them in entities that own 11 power generation facilities and (ii) a 50% interest in a newly formed limited liability company holding interests in certain power generation development projects; the Issuer also assumed approximately $1.9 billion in net debt from the LS Entities. The consideration paid by the LS Entities was not allocated among the Shares, the cash consideration, the Issuer notes and the assumed debt, and the fair market value of the consideration is not known or readily determinable. Accordingly, this report does not disclose a specific purchase price for the Shares. The grants of the options and restricted stock were approved by a committee of the Issuer?s board of directors on April 2, 2007. Restricted stock grant pursuant to Rule 16b-3(d). The stock vests in full on April 2, 2010. Option grant pursuant to Rule 16b-3(d). The option becomes exercisable in three equal annual installments beginning April 2, 2008. /s/ Heidi D. Lewis, Attorney-in-Fact 2007-04-04