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* Segal Mikhail (Last) (First) (Middle) C/O LS POWER EQUITY ADVISORS, LLC 1700 BROADWAY, 35TH FLOOR (Street) NEW YORK NY 10019 (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) 04/30/2010
	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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	04/30/2010		S		481,717(1)	D	$1.3556	62,039,418(2)	I	See Remarks
Class A Common Stock	05/03/2010		S		248,538(3)	D	$1.3414	61,790,880(4)	I	See Remarks
Class A Common Stock	05/04/2010		S		519,720(5)	D	$1.3098	61,271,160(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Of these shares, LS Power Associates, L.P. ("LSP Associates") sold 69,200 shares, LS Power Equity Partners, L.P. ("LSPEP") sold 248,109 shares, LS Power Equity Partners PIE I, L.P. ("PIE I") sold 150,447 shares, LS Power Partners, L.P. ("LSP Partners") sold 8,057 shares and LSP Gen Investors, L.P. ("Gen Investors") sold 5,904 shares.

2. Of these shares, LSP Associates directly holds 8,912,197 shares, LSPEP directly holds 31,953,459 shares, PIE I directly holds 19,375,751 shares, LSP Partners directly holds 1,037,669 shares and Gen Investors directly holds 760,342 shares.

3. Of these shares, LSP Associates sold 35,703 shares, LSPEP sold 128,010 shares, PIE I sold 77,622 shares, LSP Partners sold 4,157 shares and Gen Investors sold 3,046 shares.

4. Of these shares, LSP Associates directly holds 8,876,494 shares, LSPEP directly holds 31,825,449 shares, PIE I directly holds 19,298,129 shares, LSP Partners directly holds 1,033,512 shares and Gen Investors directly holds 757,296 shares.

5. Of these shares, LSP Associates sold 74,660 shares, LSPEP sold 267,681 shares, PIE I sold 162,316 shares, LSP Partners sold 8,693 shares and Gen Investors sold 6,370 shares.

6. Of these shares, LSP Associates directly holds 8,801,834 shares, LSPEP directly holds 31,557,768 shares, PIE I directly holds 19,135,813 shares, LSP Partners directly holds 1,024,819 shares and Gen Investors directly holds 750,926 shares.

Remarks:

As a result of the Reporting Person's position, relationship and/or affiliation with the general partners of LS Power Partners, L.P., LS Power Associates, L.P., LS Power Equity Partners, L.P., LS Power Equity Partners PIE I, L.P., and LSP Gen Investors, L.P. (collectively, the "LS Entities"), the Reporting Person may be deemed the beneficial owner of the Issuer's securities held by the LS Entities. The Reporting Person disclaims beneficial ownership of such securities, and this report shall not be deemed an admission that the Reporting Person 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.

	/s/ Mikhail Segal	05/04/2010
	** 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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