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 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 05/08/2017 |
3. Issuer Name and Ticker or Trading Symbol
Vistra Energy Corp [ VST ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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 | 22,880,381 | I | See Footnote(1)(2)(3)(4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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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"): (i) Qatar Investment Authority ("QIA"), (ii) Qatar Holding LLC, a limited liability company formed pursuant to the regulations of the Qatar Financial Centre ("QH"), and (iii) Seismic Holding LLC, a limited liability company formed pursuant to the regulations of the Qatar Financial Centre ("Seismic Holding"). QIA is the sole member of QH, which in turn is the sole member of Seismic Holding. |
2. Seismic Holding directly holds 15,900,080 shares of Common Stock of the Issuer. In connection with ongoing litigation between different classes of creditors of Texas Competitive Electric Holdings Company LLC (the Issuer's predecessor) (the "Inter-creditor Litigation"), which predecessor filed for bankruptcy protection pursuant to Chapter 11 of the United States Bankruptcy Code, and in connection with the Order Establishing Plan Reserve for TCEH First Lien Creditor Plan Distribution Allocation Dispute (the "Order") entered by the U.S. Bankruptcy Court for the District of Delaware, on September 30, 2016, 107,025 of these shares are held in escrow pending release (to Seismic Holding or to other creditors of the Issuer's predecessor) following the resolution of the Inter-creditor Litigation. |
3. In addition, Seismic Holding has beneficial ownership (within the meaning of Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of 6,980,301 shares of Common Stock of the Issuer held by Longhorn Capital GS LP, of which Seismic Holding is a limited 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 LP or to other creditors of the Issuer's predecessor) following the resolution of the Inter-creditor Litigation. |
4. Each of the Reporting Persons may be deemed 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 filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 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 no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. |
Remarks: |
(5) The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. |
/s/ Dr. Tariq Muslih Al-Sabbagh, General Counsel Qatar Investment Authority (5) | 05/08/2017 | |
/s/ Dr. Tariq Muslih Al-Sabbagh, General Counsel Qatar Holding LLC (5) | 05/08/2017 | |
/s/ Dr. Tariq Muslih Al-Sabbagh, General Counsel Seismic Holding LLC (5) | 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. |