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6b812384-571e-46b8-8fea-d2024f8080f2 FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
1. Name and Address of Reporting Person *
BROOKFIELD ASSET MANAGEMENT INC.
(Last)
(First)
(Middle)
BROOKFIELD PLACE, 181 BAY STREET, SUITE 300 PO BOX 762
(Street)
NEW YORK, NY 10281-1023
(City)
(State)
(Zip)
2. Issuer Name and Ticker or Trading Symbol
Vistra Corp. [ VST ]
3. Date of Earliest Transaction (MM/DD/YYYY)
5/28/2020
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ Officer (give title below)
See Remarks
_____ 10% Owner _____ Other (specify below)
4. If Amendment, Date Original Filed (MM/DD/YYYY) 6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person _ X _ Form filed by More than One Reporting Person
1.Title of Security (Instr. 3)
Common Stock, par value $0.01 per share
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
2. Trans. Date 2A. Deemed Execution Date, if any
5/28/2020
3. Trans. Code (Instr. 8)
Code V J
4. Securities Acquired (A) 5. Amount of Securities Beneficially
or Disposed of (D)
Owned Following Reported Transaction(s)
(Instr. 3, 4 and 5)
(Instr. 3 and 4)
(A) or Amount (D) Price
6.
7. Nature of Indirect
Ownership Beneficial Ownership
Form: (Instr. 4)
Direct (D)
or Indirect
(I) (Instr.
4)
566499 (4) D $0
19288906 (5)
See
I
notes (1)(2)(3)(6)(7)(8)(9)
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)
2. Conversion or Exercise Price of Derivative Security
3. Trans. Date
3A. Deemed Execution Date, if any
4. Trans. Code 5. Number of
(Instr. 8)
Derivative Securities
Acquired (A) or
Disposed of (D)
(Instr. 3, 4 and 5)
Code V (A)
(D)
6. Date Exercisable and 7. Title and Amount of
Expiration Date
Securities Underlying
Derivative Security
(Instr. 3 and 4)
Date Exercisable
Expiration Date
Title
Amount or Number of Shares
8. Price of Derivative Security (Instr. 5)
9. Number of 10.
11. Nature
derivative Ownership of Indirect
Securities Form of Beneficial
Beneficially Derivative Ownership
Owned
Security: (Instr. 4)
Following Direct (D)
Reported
or Indirect
Transaction(s) (I) (Instr.
(Instr. 4)
4)
Explanation of Responses: (1) See Exhibit 99.1 for text of footnote (1). (2) See Exhibit 99.1 for text of footnote (2). (3) See Exhibit 99.1 for text of footnote (3). (4) See Exhibit 99.1 for text of footnote (4). (5) See Exhibit 99.1 for text of footnote (5). (6) See Exhibit 99.1 for text of footnote (6). (7) See Exhibit 99.1 for text of footnote (7). (8) See Exhibit 99.1 for text of footnote (8). (9) See Exhibit 99.1 for text of footnote (9).
Remarks:
Following the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of March 13, 2019, by and among Oaktree Capital Group, LLC ("OCG"), Brookfield Asset Management Inc. ("BAM") and other parties thereto (as reported in a Form 8-K filed by OCG on October 4, 2019), BAM and certain of its affiliates may be deemed to beneficially own securities of the Issuer held by OCG and certain of its affiliates, which beneficial ownership BAM and its affiliates disclaims except to the extent of their respective pecuniary interests therein. Due to the technical limitation on the number of reporting persons per filing, this filing is being made into two identical parts. This filing is part one of two. See Exhibit 99.2 for Joint Filer Information and Signatures incorporated herein by reference.
Reporting Owners
Reporting Owner Name / Address
Relationships Director 10% Owner Officer Other
BROOKFIELD ASSET MANAGEMENT INC.
BROOKFIELD PLACE, 181 BAY STREET SUITE 300 PO BOX 762
See Remarks
NEW YORK, NY 10281-1023
Partners Ltd
BROOKFIELD PLACE 181 BAY STREET, SUITE 300
See Remarks
TORONTO, A6 M5J2T3
Brookfield Private Equity Inc.
BROOKFIELD PLACE 181 BAY STREET, SUITE 300
See Remarks
TORONTO, A6 M5J2T3
Brookfield Private Equity Group Holdings LP
BROOKFIELD PLACE 181 BAY STREET, SUITE 300
See Remarks
TORONTO, A6 M5J2T3
Brookfield Capital Partners Ltd.
C/O BROOKFIELD ASSET MANAGEMENT INC. 181 BAY ST, STE. 300
See Remarks
TORONTO, A6 M5J2T3
Titan Co-Investment GP, LLC
BROOKFIELD PLACE 200 VESEY STREET
See Remarks
NEW YORK, NY 10281-1023
Brookfield Titan Holdings LP
BROOKFIELD PLACE 200 VESEY STREET
See Remarks
NEW YORK, NY 10281-1023
Brookfield Private Equity Direct Investments Holdings LP
BROOKFIELD PLACE 200 VESEY STREET
See Remarks
NEW YORK, NY 10281-1023
Brookfield US Inc.
BROOKFIELD PLACE 200 VESEY STREET
See Remarks
NEW YORK, NY 10281-1023
Brookfield Holdings Canada Inc.
BROOKFIELD PLACE 181 BAY STREET, SUITE 300
See Remarks
TORONTO, A6 M5J2T3
Signatures By: See Signatures Included in Exhibit 99.2
**Signature of Reporting Person
9/21/2020
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Exhibit 99.1
Name and Address of Reporting Person:
Brookfield Asset Management Inc. Brookfield Place 181 Bay Street, Suite 300 PO Box 762 Toronto, CAN M5J2T3
Issuer Name and Ticker or Trading Symbol:
Vistra Corp. [VST]
Date of Earliest Transaction Required to be Reported (Month/Day/Year):
May 28, 2020
Footnotes to Form 4
(1) This Form 4 is being jointly filed by and on behalf of each of the following persons (each a "Reporting Person"): Titan Co-Investment-MRS, L.P. ("Titan MRS"); Titan Co-Investment GP, LLC ("Titan Co-Invest"); Brookfield Asset Management ("BAM"); Partners Limited ("Partners"); Brookfield Private Equity Inc. ("BPE"); (Brookfield US Inc. ("BUSI); Brookfield Private Equity Holdings LLC ("BPEH"); Brookfield Private Equity Direct Investments Holdings LP ("BPE DIH"); Brookfield Private Equity Group Holdings LP ("BPEGH"); Brookfield Capital Partners Ltd. ("BCPL"); Brookfield Holdings Canada Inc. ("BHC"); Brookfield Private Funds Holdings Inc. ("BPFH"); Brookfield Canada Adviser, LP ("BCA"); and Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P. ("BAMPIC").
(2) Other than Titan MRS, the Reporting Persons do not themselves directly hold any shares of Common Stock, but are controlling entities of certain of the Investment Vehicles (as defined below). The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.
(3) The Reporting Persons and the Investment Vehicles may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Exchange Act. Each of the Reporting Persons may be deemed to beneficially own the securities beneficially owned by the Investment Vehicles directly or indirectly controlled by it, but each disclaims beneficial ownership of such securities, except to the extent of such Reporting Person's pecuniary interest therein. In accordance with Instruction 4(b)(iv), the entire amount of the Common Stock held by the Investment Vehicles is reported herein.
(4) Represents a pro rata distribution in kind of 566,499 shares of the Issuer's common stock for no consideration by Titan Co-Investment-MRS, L.P. (Titan MRS").
(5) Represents: 6,625,154 shares of Common Stock owned by Titan Holdings, including 772,128 shares of Common Stock representing Titan Holdings' interest in Longhorn Capital GS L.P. ("Longhorn"); 1,280 shares of Common Stock owned by Titan Co-Investment-RBS, L.P. ("Titan RBS"); 572,911 shares of Common Stock owned by Titan AC, including 130,445 shares of Common Stock representing Titan AC's interest in Longhorn; 1,141 shares of Common Stock owned by Titan CN; 141,767 shares of Common Stock owned by Titan Co-Investment-DS, L.P. ("Titan DS"); including 1,929 shares of Common Stock representing Titan DS's interest in Longhorn; 258,758 shares of Common Stock owned by Titan Co-Investment-FN, L.P. ("Titan FN"), including 35,374 shares of Common Stock representing Titan FN's interest in Longhorn; 790 shares of Common Stock held directly by Titan CoInvestment-GLH, L.P. ("Titan GLH"); 751,104 shares of Common Stock owned by Titan HI, including 74,744 shares of Common Stock representing Titan HI's interest in Longhorn; 669,021 shares of Common Stock owned by Titan Co-Investment-ICG, L.P. ("Titan ICG"), including 105,183 shares of Common Stock representing Titan ICG's interest in Longhorn; 283,533 shares of Common Stock owned by Titan Co-Investment-LB, L.P. ("Titan LB"), including 3,858 shares of Common Stock representing Titan LB's interest in Longhorn; 1,291 shares of Common Stock owned by Titan Co-InvestmentMCG, L.P. ("Titan MCG"); 4,035 shares of Common Stock owned by Titan MRS (together with Titan AC, Titan CN, Titan DS, Titan FN, Titan GLH, Titan HI, Titan ICG, Titan LB, Titan MCG and Titan RBS, the "Titan Vehicles"); 4,505,400 shares of Common Stock owned by BCP Titan Aggregator, L.P. ("Aggregator"); 5,472,721 shares of Common Stock owned by BCP Titan Sub Aggregator, L.P. ("Sub Aggregator" and together with Aggregator, the "Aggregator Vehicles" and together with Titan Holdings and the Titan Vehicles, the "Investment Vehicles"), including 679,402 shares of Common Stock representing Sub Aggregator's interest in Longhorn.
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(6) Each of BPE DIH, as a limited partner of Titan Holdings, BPEGH, as a limited partner of Titan Holdings and each of the Titan Vehicles, BPE, as the general partner of BPE DIH and BPEGH, Titan Co-Invest, as the general partner of each of the Titan Vehicles, BPEH, as an shareholder of Titan CoInvest, BUSI, as shareholder of BPE, BHC, as indirect shareholder of BUSI, BAM, as limited partner of BPE and shareholder of BHC, and Partners, as shareholder of BAM, may be deemed to have an indirect pecuniary interest in an indeterminate portion of the shares of Common Stock directly beneficially owned by Titan Holdings and/or the Titan Vehicles. Each of BPE DIH, BPEGH, BPE, Titan Co-Invest, BPEH, BUSI, BHC, BAM and Partners disclaims beneficial ownership of all shares of Common Stock that are beneficially owned by Titan Holdings and/or the Titan Vehicles, except to the extent of any indirect pecuniary interest therein.
(7) Each of BCPL and BAMPIC, as indirect owners of Longhorn and the Aggregator Vehicles, BCA, as limited partner of BAMPIC, BPFH, as limited partner of BCA, BHC, as shareholder of BPFH, BAM, as shareholder of BHC, and Partners, as shareholder of BAM, may be deemed to have an indirect pecuniary interest in an indeterminate portion of the shares of Common Stock directly beneficially owned by the Aggregator Vehicles or Longhorn. Each of BCPL, BAMPIC, BCA, BPFH, BHC, BAM and Partners disclaims beneficial ownership of all shares of Common Stock that are beneficially owned by the Aggregator Vehicles and/or Longhorn, except to the extent of any indirect pecuniary interest therein.
(8) The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, that the Reporting Persons are the beneficial owners of any securities reported herein.
(9) Each of the Reporting Persons disclaims beneficial ownership of any securities of the Issuer except to the extent of such Reporting Person's pecuniary interest therein.
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Name of Joint Filer: Address of Joint Filer:
Relationship of Joint Filer to Issuer: Issuer Name and Ticker or Trading Symbol: Date of Earliest Transaction Required to be Reported: (Month/Day/Year): Designated Filer: Signature:
Date:
Joint Filer Information Partners Limited c/o Brookfield Asset Management Inc. Brookfield Place 181 Bay Street, Suite 300 Toronto A6 M5J2T3 Other. See Remarks. Vistra Corp. [NYSE: VST]
5/28/2020 Brookfield Asset Management Inc.
/s/ Brian Lawson Name: Brian Lawson Title: President September 21, 2020
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Exhibit 99.2
Name of Joint Filer: Address of Joint Filer:
Relationship of Joint Filer to Issuer: Issuer Name and Ticker or Trading Symbol: Date of Earliest Transaction Required to be Reported (Month/Day/Year): Designated Filer: Signature:
Date:
Brookfield Private Equity Inc. c/o Brookfield Asset Management Inc. Brookfield Place 181 Bay Street, Suite 300 Toronto A6 M5J2T3 Other. See Remarks. Vistra Corp. [NYSE: VST]
5/28/2020 Brookfield Asset Management Inc. /s/ A.J. Silber Name: A.J. Silber Title: Director September 21, 2020
2
Name of Joint Filer: Address of Joint Filer:
Relationship of Joint Filer to Issuer: Issuer Name and Ticker or Trading Symbol: Date of Earliest Transaction Required to be Reported (Month/Day/Year): Designated Filer: Signature:
Date:
Brookfield US Inc. c/o Brookfield Asset Management Inc. Brookfield Place 200 Vesey Street New York, NY 10281-1023 Other. See Remarks. Vistra Corp. [NYSE: VST]
5/28/2020 Brookfield Asset Management Inc. /s/ Kathy Sarpash Name: Kathy Sarpash Title: Secretary September 21, 2020
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Name of Joint Filer: Address of Joint Filer:
Relationship of Joint Filer to Issuer: Issuer Name and Ticker or Trading Symbol: Date of Earliest Transaction Required to be Reported (Month/Day/Year): Designated Filer:
Signature:
Date:
Brookfield Private Equity Direct Investments Holdings LP c/o Brookfield Asset Management Inc. Brookfield Place 200 Vesey Street New York, NY 10281-1023 Other. See Remarks. Vistra Corp. [NYSE: VST]
5/28/2020 Brookfield Asset Management Inc. By: Brookfield Private Equity Inc., its General Partner /s/ A.J. Silber Name: A.J. Silber Title: Director September 21, 2020
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Name of Joint Filer: Address of Joint Filer:
Relationship of Joint Filer to Issuer: Issuer Name and Ticker or Trading Symbol: Date of Earliest Transaction Required to be Reported (Month/Day/Year): Designated Filer:
Signature:
Date:
Brookfield Titan Holdings, L.P. c/o Brookfield Asset Management Inc. Brookfield Place 200 Vesey Street New York, NY 10281-1023 Other. See Remarks. Vistra Corp. [NYSE: VST]
5/28/2020 Brookfield Asset Management Inc. By: Titan Co-Investment GP, LLC, its General Partner /s/ Luke Ricci Name: Luke Ricci Title: Director Legal September 21, 2020
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Name of Joint Filer: Address of Joint Filer:
Relationship of Joint Filer to Issuer: Issuer Name and Ticker or Trading Symbol: Date of Earliest Transaction Required to be Reported (Month/Day/Year): Designated Filer: Signature:
Date:
Titan Co-Investment GP, LLC c/o Brookfield Asset Management Inc. Brookfield Place 200 Vesey Street New York, NY 10281-1023 Other. See Remarks. Vistra Corp. [NYSE: VST]
5/28/2020 Brookfield Asset Management Inc. /s/ Luke Ricci Name: Luke Ricci Title: Director Legal September 21, 2020
6
Name of Joint Filer: Address of Joint Filer:
Relationship of Joint Filer to Issuer: Issuer Name and Ticker or Trading Symbol: Date of Earliest Transaction Required to be Reported (Month/Day/Year): Designated Filer:
Signature:
Date:
Brookfield Private Equity Group Holdings LP c/o Brookfield Asset Management Inc. Brookfield Place 181 Bay Street, Suite 300 Toronto A6 M5J2T3 Other. See Remarks. Vistra Corp. [NYSE: VST]
5/28/2020 Brookfield Asset Management Inc. Brookfield Private Equity Group Holdings LP By: Brookfield Private Equity Inc., its General Partner /s/ A.J. Silber Name: A.J. Silber Title: Director September 21, 2020
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Name of Joint Filer: Address of Joint Filer:
Relationship of Joint Filer to Issuer: Issuer Name and Ticker or Trading Symbol: Date of Earliest Transaction Required to be Reported (Month/Day/Year): Designated Filer: Signature:
Date:
Brookfield Capital Partners Ltd. c/o Brookfield Asset Management Inc. Brookfield Place 181 Bay Street, Suite 300 Toronto A6 M5J2T3 Other. See Remarks. Vistra Corp. [NYSE: VST]
5/28/2020 Brookfield Asset Management Inc. /s/ A.J. Silber Name: A.J. Silber Title: Chairman of the Board September 21, 2020
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Name of Joint Filer: Address of Joint Filer:
Relationship of Joint Filer to Issuer: Issuer Name and Ticker or Trading Symbol: Date of Earliest Transaction Required to be Reported (Month/Day/Year): Designated Filer:
Signature:
Date:
Brookfield Holdings Canada Inc. c/o Brookfield Asset Management Inc. Brookfield Place 181 Bay Street, Suite 300 Toronto A6 M5J2T3 Other. See Remarks. Vistra Corp. [NYSE: VST]
5/28/2020 Brookfield Asset Management Inc. Brookfield Holdings Canada Inc. /s/ Kathy Sarpash Name: Kathy Sarpash Title: Vice President and Secretary September 21, 2020
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Name of Joint Filer: Address of Joint Filer:
Relationship of Joint Filer to Issuer: Issuer Name and Ticker or Trading Symbol: Date of Earliest Transaction Required to be Reported (Month/Day/Year): Designated Filer: Signature:
Date:
Brookfield Private Funds Holdings Inc. c/o Brookfield Asset Management Inc. Brookfield Place 181 Bay Street, Suite 300 Toronto A6 M5J2T3 Other. See Remarks. Vistra Corp. [NYSE: VST]
5/28/2020 Brookfield Asset Management Inc. /s/ Kathy Sarpash Name: Kathy Sarpash Title: Senior Vice President September 21, 2020
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Name of Joint Filer: Address of Joint Filer:
Relationship of Joint Filer to Issuer: Issuer Name and Ticker or Trading Symbol: Date of Earliest Transaction Required to be Reported (Month/Day/Year): Designated Filer: Signature:
Date:
Brookfield Canada Adviser, LP c/o Brookfield Asset Management Inc. Brookfield Place 181 Bay Street, Suite 300 Toronto A6 M5J2T3 Other. See Remarks. Vistra Corp. [NYSE: VST]
5/28/2020 Brookfield Asset Management Inc. /s/ Karly Dyck Name: Karly Dyck Title: Senior Vice President
September 21, 2020
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Name of Joint Filer: Address of Joint Filer:
Relationship of Joint Filer to Issuer: Issuer Name and Ticker or Trading Symbol: Date of Earliest Transaction Required to be Reported (Month/Day/Year): Designated Filer:
Signature:
Date:
Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P. c/o Brookfield Asset Management Inc. Brookfield Place 181 Bay Street, Suite 300 Toronto A6 M5J2T3 Other. See Remarks. Vistra Corp. [NYSE: VST]
5/28/2020 Brookfield Asset Management Inc. By: Brookfield Private Funds Holdings Inc., its General Partner /s/ Karly Dyck
Name: Karly Dyck Title: Senior Vice President September 21, 2020
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Name of Joint Filer: Address of Joint Filer:
Relationship of Joint Filer to Issuer: Issuer Name and Ticker or Trading Symbol: Date of Earliest Transaction Required to be Reported (Month/Day/Year): Designated Filer: Signature:
Date:
Brookfield Asset Management Inc. Brookfield Place 181 Bay Street, Suite 300 Toronto A6 M5J2T3 Other. See Remarks. Vistra Corp. [NYSE: VST]
5/28/2020 Brookfield Asset Management Inc. /s/ Jessica Diab Name: Jessica Diab Title: Vice President Legal & Regulatory September 21, 2020
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Name of Joint Filer: Address of Joint Filer:
Relationship of Joint Filer to Issuer: Issuer Name and Ticker or Trading Symbol: Date of Earliest Transaction Required to be Reported (Month/Day/Year): Designated Filer:
Signature:
Date:
Titan Co-Investment-MRS, L.P. c/o Brookfield Asset Management Inc. Brookfield Place 200 Vesey Street New York, NY 10281-1023 Other. See Remarks. Vistra Corp. [NYSE: VST]
5/28/2020 Brookfield Asset Management Inc. By: Titan Co-Investment GP, LLC, its General Partner /s/ Luke Ricci Name: Luke Ricci Title: Director Legal September 21, 2020
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