SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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: 3235-0104 Estimated average burden hours per response: 0.5

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) TORONTO A6 M5J2T3 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/08/2017	3. Issuer Name and Ticker or Trading Symbol Vistra Energy Corp [ VST ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) X Other (specify below) Director by Deputization	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	4,505,400	I	See Footnotes(1)(2)(3)(4)(5)(7)
Common Stock, par value $0.01 per share	5,472,721	I	See Footnotes(1)(2)(3)(4)(6)(7)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	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) TORONTO A6 M5J2T3 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Director by Deputization

1. Name and Address of Reporting Person* Partners Ltd (Last) (First) (Middle) BROOKFIELD PLACE 181 BAY STREET SUITE 300 PO BOX 762 (Street) TORONTO A6 M2J2T3 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Director by Deputization

1. Name and Address of Reporting Person* Brookfield Private Equity Inc. (Last) (First) (Middle) BROOKFIELD PLACE 181 BAY STREET SUITE 300 PO BOX 762 (Street) TORONTO A6 M2J2T3 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Director by Deputization

1. Name and Address of Reporting Person* Brookfield Capital Partners Ltd. (Last) (First) (Middle) BROOKFIELD PLACE 181 BAY STREET SUITE 300 PO BOX 762 (Street) TORONTO A6 M2J2T3 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Director by Deputization

1. Name and Address of Reporting Person* Brookfield Holdings Canada Inc. (Last) (First) (Middle) BROOKFIELD PLACE 181 BAY STREET SUITE 300 PO BOX 762 (Street) TORONTO A6 M2J2T3 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Director by Deputization

1. Name and Address of Reporting Person* Brookfield Private Funds Holdings Inc. (Last) (First) (Middle) BROOKFIELD PLACE 181 BAY STREET SUITE 300 PO BOX 762 (Street) TORONTO A6 M2J2T3 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Director by Deputization

1. Name and Address of Reporting Person* Brookfield Canada Adviser, LP (Last) (First) (Middle) BROOKFIELD PLACE 181 BAY STREET SUITE 300 PO BOX 762 (Street) TORONTO A6 M2J2T3 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Director by Deputization

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 PO BOX 762 (Street) TORONTO A6 M2J2T3 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) Director by Deputization

Explanation of Responses:

1. This Form 3 is being jointly filed by and on behalf of each of the following persons (each a "Reporting Person"), each of which is affiliate with and/or with accounts managed by affiliates of Brookfield Asset Management, Inc. ("BAM"). The Reporting Persons are: (i) BAM; (ii) Partners Limited ("Partners"); (iii) Brookfield Private Equity Inc. ("BPE"); (iv) Brookfield Capital Partners Ltd. ("BCPL"), (v) Brookfield Holdings Canada Inc. ("BHC"), (vi) Brookfield Private Funds Holdings Inc. ("BPFH"), (vii) Brookfield Canada Adviser, LP ("BCA"), and (viii) Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P. ("BAMPIC"). This Form 3 is being made in two parts and is also filed jointly with certain other persons in part one. See Remarks.

2. 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 (the "Exchange Act") or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.

3. The Reporting Persons may be deemed to constitute a "group" with the Investment Vehicles 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 5(b)(iv), the entire amount of the Common Stock held by the Investment Vehicles is reported herein.

4. Cyrus Madon, a Senior Managing Partner of BAM, was appointed to the board of directors of the Issuer as a representative of affiliates of BAMPIC, which includes each of the Reporting Persons. Each of the Reporting Persons is a "director by deputization" solely for purposes of Section 16 of the Exchange Act.

5. Common Stock held directly by BCP Titan Aggregator, L.P. ("Aggregator").

6. 4,793,319 shares of Common Stock held directly by BCP Titan Sub Aggregator, L.P. ("Sub Aggregator" and together with Aggregator, the "Investment Vehicles") and 679,402 shares of Common Stock representing Sub Aggregator's interest in Longhorn Capital GS L.P.

7. Each of (i) BCPL and (ii) BAMPIC, as indirect owners of Longhorn, Aggregator and Sub-Aggregator, (iii) BCA, as limited partner of BAMPIC (iv) BPFH, as limited partner of BCA, (v) BHC, as shareholder of BPFH, (vi) BAM, as shareholder of BHC, and (vii) 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 Titan Vehicles. Each of BCPL, BAMPIC, BCA, BPFH, BHC, BAM and Partners disclaims beneficial ownership of all shares of Common Stock that are beneficially owned by Longhorn, except to the extent of any indirect pecuniary interest therein.

Remarks:

Due to the technical limitation on the number of reporting persons per filing, this filing is being made into two parts. This filing is two of two. See Exhibit 99.1 - Joint Filer Information and Signatures

	Brookfield Asset Management Inc. /s/ A.J. Silber	05/08/2017
	** 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 5 (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 Number.