SEC Form 4 · accession 0000950142-18-001124

Vistra Corp. · VST

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1This Form 4 is being filed by Opps VIIb TCEH Holdings, LLC ("Opps Holdings") with respect to 14,765,903 shares of the Issuer's Common Stock, par value $0.01 (the "Issuer's Common Stock"), and, with respect to 36,764,627 shares of the Issuer's Common Stock (i) Oaktree Capital Management, L.P. ("Management") as the duly appointed investment manager of certain funds and accounts (the "Managed Entities") that directly own the 36,764,627 shares of the Issuer's Common Stock; (ii) Oaktree Holdings, Inc. ("Holdings, Inc.") as the general partner of Management; (iii) Oaktree Capital Group, LLC ("OCG") as the sole shareholder of Holdings, Inc.; and (iv) Oaktree Capital Group Holdings GP, LLC ("OCGH GP", and together with Opps Holdings, Management, Holdings, Inc. and OCG, the "Reporting Persons" and each a "Reporting Person") as the duly elected manager of OCG. (Cont'd on FN 2)
• F2(Cont'd from FN 1) This Form 4 reflects (a) 834,438 additional shares of the Issuer's Common Stock acquired by the Reporting Persons on March 31, 2017, prior to the registration of the Common Stock under the Securities Exchange Act of 1934, as amended, and (b) a decrease in beneficial ownership of 59,964 shares of the Issuer's Common Stock, as to which shares the Reporting Persons disclaimed beneficial ownership except to the extent of their pecuniary interest therein, between August 1, 2017 and March 1, 2018 due to the termination of the Reporting Persons' management of certain managed accounts.
• F3This Form 4 is being filed in connection with the consummation on April 9, 2018 (the "Closing Date"), of the transactions contemplated by that certain Agreement and Plan of Merger, dated October 29, 2017 (the "Merger Agreement"), by and between the Issuer, and Dynegy Inc., a Delaware corporation ("Dynegy"). Pursuant to the Merger Agreement, on the Closing Date, Dynegy merged with and into the Issuer, with the Issuer continuing as the surviving corporation (the "Merger"). The combined company will operate under the name "Vistra Energy Corp." and will continue to be a Delaware corporation. (Cont'd on FN 4)
• F4(Cont'd from FN 3) On the Closing Date, each issued and outstanding share of Dynegy Common Stock, other than shares owned by the Issuer or its wholly owned subsidiaries, held in treasury by Dynegy or held by a wholly owned subsidiary of Dynegy, was automatically converted into the right to receive 0.652 shares of the Issuer's Common Stock (the "Conversion"). Pursuant to the Merger Agreement, the Reporting Persons received 3,091,718 shares of the Issuer's Common Stock upon the Conversion.
• F5The acquisition by the Reporting Persons of the Issuer's Common Stock pursuant to the Conversion is exempt from Section 16(b) pursuant to Section 16(b)-3(d).
• F6Following the Closing Date of the Merger, the Reporting Persons beneficially owned less than 10% of the Issuer's Common Stock outstanding, and on April 24, 2018, Jennifer Box resigned from the board of directors of the Issuer. As a result, the Reporting Persons have ceased to have a reporting obligation under Section 16.
• F7The members of OCGH GP are Howard S. Marks, Bruce A. Karsh, Jay S. Wintrob, John B. Frank and Sheldon M. Stone, who, by virtue of their membership interests in OCGH GP, may be deemed to share voting and dispositive power with respect to the shares of Issuer's Common Stock held by the Managed Entities. Each of the general partners, managing members, directors and managers described above disclaims beneficial ownership of any shares of common stock beneficially or of record owned by the Reporting Persons, except to the extent of any pecuniary interest therein.