SEC Form 4 · accession 0001140361-16-084965
DYNEGY INC. · DYN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert C Flexon
Officer — President and CEO · Director
Period of report
Nov 4, 2016
Accepted (ET)
Nov 7, 2016 · 6:27 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001379895
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Nov 4, 2016 | P | 12,500 | $8.2143 | A | 429,462 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Tangible Equity UnitsF5,F3,F4 | — | Nov 4, 2016 | P | 1,500 | A | — | — | Common Stock | 9,299 | 1,500 | D |
Explanation of responses
- F1The price reported in Column 4 is the weighted average price. These shares were purchased in multiple transactions at prices ranging from $8.21 to $8.22, inclusive. The reporting person undertakes to provide Dynegy Inc., any security holder of Dynegy Inc., or staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price and within the range set forth herein.
- F2Amount includes 19,105 restricted stock units that vest on March 3, 2017, 40,174 restricted stock units that vest in two annual equal installments beginning on March 3, 2017 and 153,563 restricted stock units that vest on April 30, 2018.
- F3Each 7.00% Tangible Equity Unit (TEU) includes a prepaid stock purchase contract that will automatically settle on July 1, 2019 (unless settled early at the holder's discretion) for between 5.0201 and 6.1996 shares of Dynegy's common stock (subject to adjustment in certain circumstances), based upon the applicable market value of Dynegy's common stock prior to settlement. The Reporting Person may elect to settle the purchase contracts prior to July 1, 2019 at the minimum settlement rate of 5.0201 shares of Dynegy's common stock. Additionally the purchase contracts may be settled by Dynegy in the event of a fundamental change or under an acquisition termination event as described in the purchase contract.
- F4Represents the maximum number of shares of Dynegy's common stock initially issuable upon settlement of the purchase contract included in the TEUs based on the maximum settlement rate.
- F5The price reported in Column 8 is the weighted average price of the TEUs purchased. The TEUs were purchased in multiple transactions at prices ranging from $62.81 to $63.50, inclusive. The reporting person undertakes to provide Dynegy Inc., any security holder of Dynegy Inc., or staff of the Securities and Exchange Commission, upon request, full information regarding the number of TEUs purchased at each separate price and within the range set forth herein.