Titan Co-Investment-MRS Form 4 Change in insider ownership

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

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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^*

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 ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
05/28/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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
Common Stock, par value $0.01 per share	05/28/2020		J		566,499(4)	D	$0	19,288,906(5)	I	See notes(1)(2)(3)(6)(7)(8)(9)

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

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)

1. Name and Address of Reporting Person^*

Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP

(Last) (First) (Middle)

BROOKFIELD PLACE

181 BAY STREET, SUITE 300

(Street)

TORONTO A6 M2J2T3

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Brookfield Private Funds Holdings Inc.

(Last) (First) (Middle)

BROOKFIELD PLACE

181 BAY STREET, SUITE 300

(Street)

TORONTO A6 M5J2T3

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Brookfield Canada Adviser, LP

(Last) (First) (Middle)

BROOKFIELD PLACE

181 BAY STREET, SUITE 300

(Street)

TORONTO A6 M2J2T3

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Titan Co-Investment-MRS, L.P.

(Last) (First) (Middle)

BROOKFIELD PLACE

200 VESEY STREET

(Street)

NEW YORK NY 10281-1023

(City) (State) (Zip)

Explanation of Responses:

1. See Exhibit 99.1 for text of footnote

2. See Exhibit 99.1 for text of footnote

3. See Exhibit 99.1 for text of footnote

4. See Exhibit 99.1 for text of footnote

5. See Exhibit 99.1 for text of footnote

6. See Exhibit 99.1 for text of footnote

7. See Exhibit 99.1 for text of footnote

8. See Exhibit 99.1 for text of footnote

9. See Exhibit 99.1 for text of footnote

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 two of two. See Exhibit 99.2 for Joint Filer Information and Signatures incorporated herein by reference.

	By: See Signatures Included in Exhibit 99.2	09/21/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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