SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
(Rule 13d-102)
INFORMATIONTOBE INCLUDED INSTATEMENTS FILED PURSUANT TORULES 13d-1(b),(c)AND(d)AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2
(Amendment No. 1)*
VISTRA ENERGY CORP.
(Name of Issuer)
Common Stock, par value $0.01 per share
(TitleofClassofSecurities)
92840M102
(CUSIP Number)
December 31, 2018
(Date of Event Which Requires Filing this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☑Rule 13d-1(c)
*The remainder of this cover page shallbefilled out forareporting person’s initial filingonthis form with respecttothe subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided inaprior cover page.
The information required in the remainder of this cover page shall not be deemed tobe“filed” for the purpose of Section 18 of the Securities Exchange Act of1934 (“Act”) or otherwise subject to the liabilitiesofthat sectionofthe Act but shall besubject toall other provisions of the Act (however, see the Notes).
| 1 | NAMES OF REPORTING PERSONS Qatar Investment Authority |
| 2 | CHECK THE APPROPRIATE BOXIF AMEMBER OF AGROUP (SEE INSTRUCTIONS) (a)☐ (b)☑1 |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Qatar |
NUMBER OFSHARESBENEFICIALLY OWNEDBYEACH REPORTING PERSON WITH | 5 | SOLE VOTINGPOWER 22,880,381 (See Items2and4below) |
| 6 | SHARED VOTINGPOWER 0 |
| 7 | SOLE DISPOSITIVE POWER 22,880,381 (See Items2and4below) |
| 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,880,381 (See Items2and4below) |
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNTINROW (9) 4.54%2 |
| | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| | | | |
1This Schedule13Gis being filed jointly bythe Reporting Persons, as hereinafter defined. Such Reporting Persons expressly disclaim status asa“group” for purposes of this Schedule 13G.
2 Based on504,446,340 shares outstanding as at October 31, 2018,asdisclosedbythe Issuer on its registration statement on Form 10-Q filed on November 02, 2018 (the “Form 10-Q”).
| 1 | NAMES OF REPORTING PERSONS Qatar Holding LLC |
| 2 | CHECK THE APPROPRIATE BOXIF AMEMBER OF AGROUP (SEE INSTRUCTIONS) (a)☐ (b)☑1 |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Qatar |
NUMBER OFSHARESBENEFICIALLY OWNEDBYEACH REPORTING PERSON WITH | 5 | SOLE VOTINGPOWER 22,880,381 (See Items2and4below) |
| 6 | SHARED VOTINGPOWER 0 |
| 7 | SOLE DISPOSITIVE POWER 22,880,381 (See Items2and4below) |
| 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,880,381 (See Items2and4below) |
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNTINROW (9) 4.54%2 |
| | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| | | | |
1This Schedule13Gis being filed jointly bythe Reporting Persons, as hereinafter defined. Such Reporting Persons expressly disclaim status asa“group” for purposes of this Schedule 13G.
2 Based on504,446,340 shares outstanding as at October 31, 2018,asdisclosedbythe Issuer on its Form 10-Q.
| 1 | NAMES OF REPORTING PERSONS Seismic Holding LLC |
| 2 | CHECK THE APPROPRIATE BOXIF AMEMBER OF AGROUP (SEE INSTRUCTIONS) (a)☐ (b)☑1 |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Qatar |
NUMBER OFSHARESBENEFICIALLY OWNEDBYEACH REPORTING PERSON WITH | 5 | SOLE VOTINGPOWER 22,880,381 (See Items2and4below) |
| 6 | SHARED VOTINGPOWER 0 |
| 7 | SOLE DISPOSITIVE POWER 22,880,381 (See Items2and4below) |
| 8 | SHARED DISPOSITIVE POWER 0 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,880,381 (See Items2and4below) |
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNTINROW (9) 4.54%2 |
| | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
| | | | |
1This Schedule13Gis being filed jointly bythe Reporting Persons, as hereinafter defined. Such Reporting Persons expressly disclaim status asa“group” for purposes of this Schedule 13G.
2 Based on504,446,340 shares outstanding as at October 31, 2018,asdisclosedbythe Issuer on Form 10-Q.
| Item 1(a). | Name of Issuer: |
Vistra Energy Corp.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
6555 Sierra Drive
Irving, Texas 75039 United StatesofAmerica
| Item 2(a). | Name of Person Filing: |
This Schedule 13G is being jointly filed by each of the following persons (each,a“Reporting Person” and together, the “ReportingPersons”):(i) Qatar Investment Authority (“QIA”), (ii) Qatar Holding LLC,alimited liability company formed pursuant to the regulations of the Qatar Financial Centre (“QH”), and (iii) Seismic Holding LLC,alimited liability company formed pursuanttothe regulationsofthe Qatar Financial Centre (“Seismic Holding”).QIA is the solememberofQH, which inturnisthe sole memberofSeismic Holding.
See attached Exhibit A, which isacopy of their agreement in writing to file this statement on behalf of each of them.
| Item 2(b). | Address of PrincipalBusinessOffice or, if none, Residence: |
The address for each of the Reporting Persons is: Ooredoo Tower, Diplomatic Area Street, West Bay, P.O. Box 23224, Doha, Stat of Qatar.
Qatar
| Item 2(d). | Title of Class of Securities: |
Common Stock, par value $0.01 per share
92840M102
| Item3. | If thisstatementis filedpursuantto§§ 240.13d—1(b) or 240.13d—2(b) or (c), check whether thepersonfiling isa: |
Not applicable. This Schedule 13G is filed pursuant to Rule 13d-1(c) under the Act.
Provide the following information regarding the aggregate number and percentage of the classofsecurities of the issuer identified in Item 1.
| (a) | Amount beneficially owned by each Reporting Person: |
22,880,381*
| (b) | Percent of class: 4.54%* |
| (c) | Number of shares as to which each Reporting Person has: |
| (i) | Sole power to vote or to direct the vote |
Seismic Holding has sole power to vote the 22,880,381* sharesofCommon Stock beneficially owned by each Reporting Person, and QIA has the sole power to direct QHto direct the vote ofthe shares owned by Seismic Holding.
| (ii) | Shared power to vote or to direct the vote |
0
| (iii) | Sole power to dispose or to direct the disposition of |
Seismic Holding has sole power to vote the 22,880,381* sharesofCommon Stock beneficially owned by each Reporting Person, and QIA has the sole power to direct QHto direct the vote ofthe shares owned by Seismic Holding.
| (iv) | Shared power to dispose or to direct the disposition of |
0
*This Schedule 13G is being jointly filed by each of the following persons: (i) QIA, (ii) QH,alimited liability company formed pursuant to the regulations of the Qatar Financial Centre, and (iii) Seismic Holding,alimited liability company formed pursuant to the regulations of the Qatar Financial Centre. QIA is the sole member of QH, which inturn is the sole memberofSeismic Holding.
Seismic Holding directly holds 15,900,080 sharesofCommon Stockofthe Issuer.Inconnection with ongoing litigation between different classesofcreditors of Texas Competitive Electric Holdings Company LLC (the Issuer's predecessor) (the “Inter-creditor Litigation”), which predecessorfiledfor bankruptcy protection pursuant to Chapter11of the United States Bankruptcy Code, and inconnection with the Order Establishing Plan Reserve for TCEH First LienCreditorPlanDistribution Allocation Dispute (the “Order”) entered by the U.S. Bankruptcy Court for the District of Delaware,onSeptember 30, 2016, 107,025 of these shares are held in escrow pending release (to Seismic Holding or to other creditorsofthe Issuer's predecessor) following the resolutionofthe Inter-creditor Litigation.
In addition, Seismic Holding has beneficial ownership (within the meaningofRule 16a-1 under the Act) of6,980,301 shares of Common Stockofthe Issuer held by Longhorn Capital GS LP,ofwhich Seismic Holdingis alimited partner. In connection with the Inter-creditor Litigation and the Order, 2,010,327 of these shares are held in reserve pending release (to Longhorn Capital GS LPorto other creditors of the Issuer's predecessor) following the resolution of the Inter-creditor Litigation.
Eachofthe Reporting Personsmay bedeemed to beneficially own the securities of the Issuer beneficially owned by the Reporting Persons 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. The filingofthis statement shall not be deemed to be an admission that, for purposes of Section 16 of the Act or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and noReporting Person has responsibility for the accuracy or completeness of information suppliedbyanother Reporting Person.
The 22,880,381 sharesofCommon Stock held in the aggregate by the Reporting Persons, which constitute approximately 4.54% of the shares of Common Stock deemed issued and outstanding as of October 31, 2018, is based upon 504,446,340 shares of Common Stock issued and outstandingasof October 31, 2018, as disclosed on the Form 10-Q.
| Item5. | Ownership of Five Percent or Less ofaClass. |
☑
| Item6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable.
| Item7. | Identification and Classification oftheSubsidiary Which Acquired the Security Being Reported onbythe Parent Holding CompanyorControl Person. |
Not Applicable.
| Item8. | Identification and Classification of Members of the Group. |
Not Applicable.
| Item9. | Notice of DissolutionofGroup. |
Not Applicable.
By signing below, each of the undersigned certifies that, to the bestofits knowledge and belief, the securities referred to above were not acquired and are not held for the purposeofor with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not heldinconnection with or asaparticipant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best ofmy knowledge and belief,Icertify that the information set forthinthis statement is true, complete and correct.
Date: February 4, 2019
| | QATAR INVESTMENT AUTHORITY | | |
| | | | |
| | By: | /s/ Ian Kellow | | |
| | | Name: | Ian Kellow | | |
| | | Title: | Head of Compliance | | |
QATAR HOLDING LLC | |
| | |
| By: | /s/ Ian Kellow | |
| | Name: | Ian Kellow | |
| | Title: | Head of Compliance | |
| | | | | | | | | |
| SEISMIC HOLDING LLC |
| |
| By: | /s/ Ian Kellow |
| | Name: | Ian Kellow |
| | Title: | Head of Compliance |
EXHIBITS
A: Joint Filing Agreement
EXHIBITA
JOINT FILINGAGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934,asamended, the undersigned agree to the joint filing on behalf of each of them ofastatement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Vistra Energy Corp. and further agree that this agreement be included as an exhibittosuch filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.
In evidence whereof, the undersigned havecaused this Agreement tobeexecuted on their behalf this 4th day of February, 2019.
| | QATAR INVESTMENT AUTHORITY | | |
| | | | |
| | By: | /s/ Ian Kellow | | |
| | | Name: | Ian Kellow | | |
| | | Title: | Head of Compliance | | |
QATAR HOLDING LLC | |
| | |
| By: | /s/ Ian Kellow | |
| | Name: | Ian Kellow | |
| | Title: | Head of Compliance | |
| | | | | | | | | |
| SEISMIC HOLDING LLC |
| |
| By: | /s/ Ian Kellow |
| | Name: | Ian Kellow |
| | Title: | Head of Compliance |
