X0206 3 2017-05-08 0 0001692819 Vistra Energy Corp VST 0001001085 BROOKFIELD ASSET MANAGEMENT INC. BROOKFIELD PLACE 181 BAY STREET SUITE 300 PO BOX 762 TORONTO A6 M5J2T3 ONTARIO, CANADA true true Director by Deputization 0001540229 Partners Ltd BROOKFIELD PLACE 181 BAY STREET SUITE 300 PO BOX 762 TORONTO A6 M2J2T3 ONTARIO, CANADA true true Director by Deputization 0001685113 Brookfield Private Equity Inc. BROOKFIELD PLACE 181 BAY STREET SUITE 300 PO BOX 762 TORONTO A6 M2J2T3 ONTARIO, CANADA true true Director by Deputization 0001685158 Brookfield Capital Partners Ltd. BROOKFIELD PLACE 181 BAY STREET SUITE 300 PO BOX 762 TORONTO A6 M2J2T3 ONTARIO, CANADA true true Director by Deputization 0001540230 Brookfield Holdings Canada Inc. BROOKFIELD PLACE 181 BAY STREET SUITE 300 PO BOX 762 TORONTO A6 M2J2T3 ONTARIO, CANADA true true Director by Deputization 0001504723 Brookfield Private Funds Holdings Inc. BROOKFIELD PLACE 181 BAY STREET SUITE 300 PO BOX 762 TORONTO A6 M2J2T3 ONTARIO, CANADA true true Director by Deputization 0001703173 Brookfield Canada Adviser, LP BROOKFIELD PLACE 181 BAY STREET SUITE 300 PO BOX 762 TORONTO A6 M2J2T3 ONTARIO, CANADA true true Director by Deputization 0001504716 Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP BROOKFIELD PLACE 181 BAY STREET SUITE 300 PO BOX 762 TORONTO A6 M2J2T3 ONTARIO, CANADA true true Director by Deputization Common Stock, par value $0.01 per share 4505400 I See Footnotes Common Stock, par value $0.01 per share 5472721 I See Footnotes 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. 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. 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. 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. Common Stock held directly by BCP Titan Aggregator, L.P. ("Aggregator"). 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. 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. 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 2017-05-08