UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
 
Vistra Energy Corp.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

92840M102
(CUSIP Number)

December 31, 2017
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

          Rule 13d-1(b)
          Rule 13d-1(c)
☒          Rule 13d-1(d)

_______________________

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Brookfield Asset Management Inc.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Ontario
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
43,490,187(1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
43,490,187(1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
43,490,187(1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
Not applicable
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
10.2%(2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO, HC
 
 
 
 
(1)
Consists of shares of the Issuer’s Common Stock directly held by the Investment Vehicles (as defined herein), for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2)
Calculated based on 428,425,233 shares of the Issuer’s Common Stock outstanding as of January 19, 2018 as reported in the Issuer’s Joint Proxy Statement and Prospectus filed with the SEC on January 25, 2018.
 
2

1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Partners Limited
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Ontario
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
43,490,187(1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
43,490,187(1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
43,490,187(1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
Not applicable
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
10.2%(2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
(1)
Consists of shares of the Issuer’s Common Stock directly held by the Investment Vehicles (as defined herein), for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2)
Calculated based on 428,425,233 shares of the Issuer’s Common Stock outstanding as of January 19, 2018 as reported in the Issuer’s Joint Proxy Statement and Prospectus filed with the SEC on January 25, 2018.
 
3

1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Brookfield Private Equity Inc.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Ontario
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
43,490,187(1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
43,490,187(1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
43,490,187(1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
Not applicable
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
10.2%(2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
(1)
Consists of shares of the Issuer’s Common Stock directly held by the Investment Vehicles (as defined herein), for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2)
Calculated based on 428,425,233 shares of the Issuer’s Common Stock outstanding as of January 19, 2018 as reported in the Issuer’s Joint Proxy Statement and Prospectus filed with the SEC on January 25, 2018.
 
4

1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Brookfield US Corporation
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
43,490,187(1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
43,490,187(1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
43,490,187(1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
Not applicable
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
10.2%(2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
(1)
Consists of shares of the Issuer’s Common Stock directly held by the Investment Vehicles (as defined herein), for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2)
Calculated based on 428,425,233 shares of the Issuer’s Common Stock outstanding as of January 19, 2018 as reported in the Issuer’s Joint Proxy Statement and Prospectus filed with the SEC on January 25, 2018.
 
5

1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Brookfield Private Equity Holdings, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
43,490,187(1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
43,490,187(1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
43,490,187(1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
Not applicable
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
10.2%(2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
(1)
Consists of shares of the Issuer’s Common Stock directly held by the Investment Vehicles (as defined herein), for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2)
Calculated based on 428,425,233 shares of the Issuer’s Common Stock outstanding as of January 19, 2018 as reported in the Issuer’s Joint Proxy Statement and Prospectus filed with the SEC on January 25, 2018.
 
6

1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Brookfield Private Equity Direct Investments Holdings LP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
43,490,187(1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
43,490,187(1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
43,490,187(1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
Not applicable
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
10.2%(2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
(1)
Consists of shares of the Issuer’s Common Stock directly held by the Investment Vehicles (as defined herein), for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2)
Calculated based on 428,425,233 shares of the Issuer’s Common Stock outstanding as of January 19, 2018 as reported in the Issuer’s Joint Proxy Statement and Prospectus filed with the SEC on January 25, 2018.
 
7

1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Brookfield Capital Partners Ltd.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Ontario
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
43,490,187(1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
43,490,187(1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
43,490,187(1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
Not applicable
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
10.2%(2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
(1)
Consists of shares of the Issuer’s Common Stock directly held by the Investment Vehicles (as defined herein), for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2)
Calculated based on 428,425,233 shares of the Issuer’s Common Stock outstanding as of January 19, 2018 as reported in the Issuer’s Joint Proxy Statement and Prospectus filed with the SEC on January 25, 2018.
 
8

1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Brookfield Holdings Canada Inc.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Ontario
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
43,490,187(1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
43,490,187(1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
43,490,187(1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
Not applicable
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
10.2%(2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
(1)
Consists of shares of the Issuer’s Common Stock directly held by the Investment Vehicles (as defined herein), for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2)
Calculated based on 428,425,233 shares of the Issuer’s Common Stock outstanding as of January 19, 2018 as reported in the Issuer’s Joint Proxy Statement and Prospectus filed with the SEC on January 25, 2018.
 
9

1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Brookfield Private Funds Holdings Inc.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Ontario
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
43,490,187(1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
43,490,187(1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
43,490,187(1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
Not applicable
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
10.2% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
(1)
Consists of shares of the Issuer’s Common Stock directly held by the Investment Vehicles (as defined herein), for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2)
Calculated based on 428,425,233 shares of the Issuer’s Common Stock outstanding as of January 19, 2018 as reported in the Issuer’s Joint Proxy Statement and Prospectus filed with the SEC on January 25, 2018.
 
10

1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Brookfield Canada Adviser, LP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Manitoba
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
43,490,187(1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
43,490,187(1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
43,490,187(1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
Not applicable
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
10.2% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
(1)
Consists of shares of the Issuer’s Common Stock directly held by the Investment Vehicles (as defined herein), for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2)
Calculated based on 428,425,233 shares of the Issuer’s Common Stock outstanding as of January 19, 2018 as reported in the Issuer’s Joint Proxy Statement and Prospectus filed with the SEC on January 25, 2018.
 
11

1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Manitoba
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
43,490,187(1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
43,490,187(1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
43,490,187(1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
Not applicable
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
10.2% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
(1)
Consists of shares of the Issuer’s Common Stock directly held by the Investment Vehicles (as defined herein), for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2)
Calculated based on 428,425,233 shares of the Issuer’s Common Stock outstanding as of January 19, 2018 as reported in the Issuer’s Joint Proxy Statement and Prospectus filed with the SEC on January 25, 2018.
 
12

1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Brookfield Private Equity Group Holdings LP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Manitoba
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
43,490,187(1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
43,490,187(1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
43,490,187(1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
Not applicable
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
10.2%(2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
(1)
Consists of shares of the Issuer’s Common Stock directly held by the Investment Vehicles (as defined herein), for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2)
Calculated based on 428,425,233 shares of the Issuer’s Common Stock outstanding as of January 19, 2018 as reported in the Issuer’s Joint Proxy Statement and Prospectus filed with the SEC on January 25, 2018.
 
13

1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Titan Co-Investment GP, LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
43,490,187(1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
43,490,187(1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
43,490,187(1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
Not applicable
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
10.2%(2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
(1)
Consists of shares of the Issuer’s Common Stock directly held by the Investment Vehicles (as defined herein), for which the reporting person may be deemed to be a beneficial owner. See Item 4(a) for more information.
(2)
Calculated based on 428,425,233 shares of the Issuer’s Common Stock outstanding as of January 19, 2018 as reported in the Issuer’s Joint Proxy Statement and Prospectus filed with the SEC on January 25, 2018.
 
14

1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Brookfield Titan Holdings LP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
22,817,924
 
 
 
 
6
SHARED VOTING POWER
 
 
772,128
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
22,817,924
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
772,128
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
23,590,052
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
Not applicable
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
5.5%(1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
(1)
Calculated based on 428,425,233 shares of the Issuer’s Common Stock outstanding as of January 19, 2018 as reported in the Issuer’s Joint Proxy Statement and Prospectus filed with the SEC on January 25, 2018.
 
15

1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
BCP Titan Aggregator, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
4,505,400
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
4,505,400
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
4,505,400
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
Not applicable
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
1.1%(1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
(1)
Calculated based on 428,425,233 shares of the Issuer’s Common Stock outstanding as of January 19, 2018 as reported in the Issuer’s Joint Proxy Statement and Prospectus filed with the SEC on January 25, 2018.
 
16

1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
BCP Titan Sub-Aggregator, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
4,793,319
 
 
 
 
6
SHARED VOTING POWER
 
 
679,402
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
4,793,319
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
679,402
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
5,472,721
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
Not applicable
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
1.3%(1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
(1)
Calculated based on 428,425,233 shares of the Issuer’s Common Stock outstanding as of January 19, 2018 as reported in the Issuer’s Joint Proxy Statement and Prospectus filed with the SEC on January 25, 2018.
 
17

1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Longhorn Capital GS L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
2,010,326
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
2,010,326
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,010,326
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
Not applicable
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
Less than 1%(1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
(1)
Calculated based on 428,425,233 shares of the Issuer’s Common Stock outstanding as of January 19, 2018 as reported in the Issuer’s Joint Proxy Statement and Prospectus filed with the SEC on January 25, 2018.
 
18

1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Titan Co-Investment-AC, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
1,903,300
 
 
 
 
6
SHARED VOTING POWER
 
 
130,445
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
1,903,300
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
130,445
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,033,745
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
Not applicable
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
Less than 1%(1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
(1)
Calculated based on 428,425,233 shares of the Issuer’s Common Stock outstanding as of January 19, 2018 as reported in the Issuer’s Joint Proxy Statement and Prospectus filed with the SEC on January 25, 2018.
 
19

1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Titan Co-Investment-CN, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
532,398
 
 
 
 
6
SHARED VOTING POWER
 
 
109,076
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
532,398
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
109,076
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
641,474
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
Not applicable
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
Less than 1%(1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
(1)
Calculated based on 428,425,233 shares of the Issuer’s Common Stock outstanding as of January 19, 2018 as reported in the Issuer’s Joint Proxy Statement and Prospectus filed with the SEC on January 25, 2018.
 
20

1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Titan Co-Investment-DS, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
139,838
 
 
 
 
6
SHARED VOTING POWER
 
 
1,929
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
 
139,838
 
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
1,929
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
141,767
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
Not applicable
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
Less than 1%(1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
(1)
Calculated based on 428,425,233 shares of the Issuer’s Common Stock outstanding as of January 19, 2018 as reported in the Issuer’s Joint Proxy Statement and Prospectus filed with the SEC on January 25, 2018.
 
21

1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Titan Co-Investment-FN, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
223,384
 
 
 
 
6
SHARED VOTING POWER
 
 
35,374
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
223,384
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
35,374
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
258,758
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
Not applicable
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
Less than 1%(1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
(1)
Calculated based on 428,425,233 shares of the Issuer’s Common Stock outstanding as of January 19, 2018 as reported in the Issuer’s Joint Proxy Statement and Prospectus filed with the SEC on January 25, 2018.
 
22

1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Titan Co-Investment-GLH, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
223,384
 
 
 
 
6
SHARED VOTING POWER
 
 
35,374
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
223,384
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
35,374
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
258,758
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
Not applicable
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
Less than 1%(1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
(1)
Calculated based on 428,425,233 shares of the Issuer’s Common Stock outstanding as of January 19, 2018 as reported in the Issuer’s Joint Proxy Statement and Prospectus filed with the SEC on January 25, 2018.
 
23

1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Titan Co-Investment-HI, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
2,591,601
 
 
 
 
6
SHARED VOTING POWER
 
 
74,744
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
2,591,601
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
74,744
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,666,345
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
Not applicable
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
Less than 1%(1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
(1)
Calculated based on 428,425,233 shares of the Issuer’s Common Stock outstanding as of January 19, 2018 as reported in the Issuer’s Joint Proxy Statement and Prospectus filed with the SEC on January 25, 2018.
 
24

1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Titan Co-Investment-ICG, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
563,838
 
 
 
 
6
SHARED VOTING POWER
 
 
105,183
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
563,838
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
105,183
 
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
669,021
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
Not applicable
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
Less than 1%(1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
(1)
Calculated based on 428,425,233 shares of the Issuer’s Common Stock outstanding as of January 19, 2018 as reported in the Issuer’s Joint Proxy Statement and Prospectus filed with the SEC on January 25, 2018.
 
25

1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Titan Co-Investment-LB, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
279,675
 
 
 
 
6
SHARED VOTING POWER
 
 
3,858
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
279,675
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
3,858
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
283,533
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
Not applicable
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
Less than 1%(1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
(1)
Calculated based on 428,425,233 shares of the Issuer’s Common Stock outstanding as of January 19, 2018 as reported in the Issuer’s Joint Proxy Statement and Prospectus filed with the SEC on January 25, 2018.
 
26

1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Titan Co-Investment-MCG, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
244,213
 
 
 
 
6
SHARED VOTING POWER
 
 
25,366
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
244,213
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
25,366
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
269,579
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
Not applicable
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
Less than 1%(1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
(1)
Calculated based on 428,425,233 shares of the Issuer’s Common Stock outstanding as of January 19, 2018 as reported in the Issuer’s Joint Proxy Statement and Prospectus filed with the SEC on January 25, 2018.
 
27

1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Titan Co-Investment-MRS, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
562,650
 
 
 
 
6
SHARED VOTING POWER
 
 
7,884
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
562,650
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
7,884
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
570,534
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
Not applicable
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
Less than 1%(1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
(1)
Calculated based on 428,425,233 shares of the Issuer’s Common Stock outstanding as of January 19, 2018 as reported in the Issuer’s Joint Proxy Statement and Prospectus filed with the SEC on January 25, 2018.
 
28

1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Titan Co-Investment-RBS, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
   
(b)
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
2,098,937
 
 
 
 
6
SHARED VOTING POWER
 
 
29,563
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
2,098,937
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
29,563
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,128,500
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
Not applicable
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
Less than 1%(1)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 
(1)
Calculated based on 428,425,233 shares of the Issuer’s Common Stock outstanding as of January 19, 2018 as reported in the Issuer’s Joint Proxy Statement and Prospectus filed with the SEC on January 25, 2018.
 
29

Item 1.

(a).
Name of Issuer.  Vistra Energy Corp.

(b).
Address of Issuer's Principal Executive Offices

6555 Sierra Drive
Irving, Texas 75039

Item 2.

(a).
This statement is being filed jointly by 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”):

BAM;
Partners Limited (“Partners”);
Brookfield Private Equity Inc. (“BPE”);
Brookfield US Corporation (“BUSC”);
Brookfield Private Equity Holdings LLC (“BPEH”);
Brookfield Private Equity Direct Investments Holdings LP (“BPE DIH”);
Brookfield Capital Partners Ltd. (“BCPL”);
Brookfield Holdings Canada Inc. (“BHC”);
Brookfield Private Funds Holdings Inc. (“BPFH”);
Brookfield Canada Adviser, LP (“BCA”);
Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P. (“BAMPIC”);
Brookfield Private Equity Group Holdings LP (“BPEGH”);
Titan Co-Investment GP, LLC (“Titan Co-Invest”);
Brookfield Titan Holdings LP (“Titan Holdings”);
BCP Titan Aggregator, L.P. (“Aggregator”);
BCP Titan Sub Aggregator, L.P. (“Sub Aggregator”)
Titan Co-Investment-AC, L.P. (“Titan AC”);
Titan Co-Investment-CN, L.P. (“Titan CN”);
Titan Co-Investment-DS, L.P. (“Titan DS”);
Titan Co-Investment-FN, L.P. (“Titan FN”);
Titan Co-Investment-GLH, L.P. (“Titan GLH”);
Titan Co-Investment-HI, L.P. (“Titan HI”);
Titan Co-Investment-ICG, L.P. (“Titan ICG”);
Titan Co-Investment-LB, L.P. (“Titan LB”);
Titan Co-Investment-MCG, L.P. (“Titan MCG”);
Titan Co-Investment-MRS, L.P. (“Titan MRS”);
Titan Co-Investment-RBS, L.P. (“Titan RBS” and together with Titan AC, Titan CN, Titan DS, Titan FN, Titan GLH, Titan HI, Titan ICG, Titan LB, Titan MCG and Titan MRS, the “Titan Vehicles”); and
Longhorn Capital GS L.P. (“Longhorn”, and together with the Titan Vehicles, Titan Holdings, Aggregator and Sub Aggregator, the “Investment Vehicles”).
 
30

*Attached as Exhibit 1 is a copy of an agreement among the Reporting Persons that this Schedule 13G is being filed on behalf of each of them.

(b).
Address of Principal Business Office or, if none, Residence

The address of each of BAM, BPE, BPE DIH, BCPL, BHC, BPFH, BCA, BAMPIC and BPEGH is:

Brookfield Place
181 Bay Street, Suite 330
Toronto, Ontario, Canada, M5J 2T3

The address of each of the Titan Vehicles, Titan Co-Invest, BPEH and BUSC is:

Brookfield Place
250 Vesey Street, 15th Floor
New York, NY 10281

(c)
Citizenship.  See Item 4 of the cover pages.

(d)
Title of Class of Securities.  Common Stock

(e)
CUSIP Number.  92840M102

Item 3.
Not applicable.

Item 4.
Ownership

(a)(b)(c)
Amount beneficially owned:

As of December 31, 2017, each of the Investment Vehicles directly held and beneficially owned the shares of Common Stock indicated on the following table. Each of the Reporting Persons may share voting and investment power as indicated in the paragraphs below the table.  All calculations of percentages of beneficial ownership in this Item 4 and elsewhere in this Schedule 13G are based on 428,425,233 shares of the Issuer’s Common Stock outstanding as of January 19, 2018 as reported in the Issuer’s Joint Proxy Statement and Prospectus filed with the SEC on January 25, 2018 (the “Outstanding Shares”).
 
Investment Vehicle
Sole
Shared
Total
Beneficial Ownership
Titan Holdings
22,817,924
772,128
23,590,052
5.5%
Titan Aggregator
4,505,400
0
4,505,400
1.1%
Titan Sub Aggregator
4,793,319
679,402
5,472,721
1.3%
Titan AC
1,903,300
130,445
2,033,745
Less than 1%
Titan CN
532,398
109,076
641,474
Less than 1%
Titan DS
139,838
1,929
141,767
Less than 1%
Titan FN
223,384
35,374
258,758
Less than 1%
 
31

Titan GLH
223,384
35,374
258,758
Less than 1%
Titan HI
2,591,601
74,744
2,666,345
Less than 1%
Titan ICG
563,838
105,183
669,021
Less than 1%
Titan LB
279,675
3,858
283,533
Less than 1%
Titan MCG
244,213
25,366
269,579
Less than 1%
Titan MRS
562,650
7,884
570,534
Less than 1%
Titan RBS
2,098,937
29,563
2,128,500
Less than 1%
Longhorn
0
2,010,326
2,010,326
Less than 1%
 
Each of (i) BPE DIH, as a limited partner of Titan Holdings, (ii) BPEGH, as a limited partner of Titan Holdings and each of the Titan Vehicles, (ii) BPE, as the general partner of BPE DIH and BPEGH, (iii) Titan Co-Invest, as the general partner of each of the Titan Vehicles, (iv) BPEH, as a member of Titan Co-Invest, (v) BUSC, as a member of BPEH, (vi) BHC, as indirect shareholder of BUSC, (vii) BAM, as limited partner of BPE and shareholder of BHC, and (viii) Partners, as shareholder of BAM, (ix) BCPL and BAMPIC, as indirect owners of Longhorn, Aggregator and Sub-Aggregator, (x) BCA, as limited partner of BAMPIC (xi) BPFH, as limited partner of BCA, and (xii) BHC, as shareholder of BPFH may be deemed to share with the Titan Vehicles beneficial ownership of their shares of Common Stock.

By virtue of the various relationships, agreements and arrangements among the Reporting Persons, the Reporting Persons may be deemed to constitute a “group” (within the meaning of the Act and Rule 13d-5 thereunder) that beneficially owns all shares of Common Stock owned by all members of such group.  Moreover, by virtue of various agreements and arrangements with Seismic Holding LLC (“Seismic”), Brookfield Asset Management Inc. and certain of the Investment Vehicles may be deemed to constitute a “group” (within the meaning of the Act and Rule 13d-5 thereunder) with Seismic that beneficially owns 66,370,568 shares of Common Stock (including 22,880,381 shares beneficially owned by Seismic), constituting 15.49% of the Outstanding Shares.

Each of the Reporting Persons expressly disclaims, to the extent permitted by applicable law, the existence of a “group” (within the meaning of the Act and Rule 13d-5 thereunder) involving Seismic, and beneficial ownership of all shares of Common Stock held by Seismic or by any other Reporting Person.  The filing of this statement shall not be deemed an admission that 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 provided by another Reporting Person.
 
Clients of the Reporting Person have or may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of securities held in their  accounts. No such client is known to have such right or power with respect to more than 5% of the class of securities to which this report relates.
 
32

Item 5.
Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [  ].
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security
Being
Reported on by the Parent Holding Company or Control Person

Not applicable

Item 8.
Identification and Classification of Members of the Group

Not applicable.

Item 9.
Notice of Dissolution of Group

Not applicable

Item 10.
Certifications

Not applicable
 
33

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Date:  February 14, 2018

 
BROOKFIELD ASSET MANAGEMENT, INC.
     
 
By:
/s/ A.J. Silber
     
 
Name: A.J. Silber
 
Title: Vice-President, Legal Affairs
     
 
PARTNERS LIMITED
     
 
By:
/s/ Brian Lawson
     
 
Name: Brian Lawson
 
Title: Director
     
 
BROOKFIELD PRIVATE EQUITY, INC.
     
 
By:
/s/ A.J. Silber
     
 
Name: A.J. Silber
 
Title: Director
   
 
BROOKFIELD US CORPORATION
     
 
By:
/s/ Jordan Kolar
     
 
Name: Jordan Kolar
 
Title: Vice-President

34

 
BROOKFIELD PRIVATE EQUITY HOLDINGS LLC
     
 
By:
/s/ Jordan Kolar
     
 
Name: Jordan Kolar
 
Title: Senior Vice-President
     
 
BROOKFIELD PRIVATE EQUITY DIRECT INVESTMENTS HOLDINGS LP
     
 
By:  Brookfield Private Equity, Inc., its general partner:
     
 
By:
/s/ A.J. Silber
     
 
Name: A.J. Silber
 
Title: Director
     
 
BROOKFIELD CAPITAL PARTNERS LTD.
     
 
By:
/s/ A.J. Silber
     
 
Name: A.J. Silber
 
Title: Director
     
 
BROOKFIELD HOLDINGS CANADA INC.
     
 
By:
/s/ A.J. Silber
     
 
Name: A.J. Silber
 
Title: Vice-President

35

 
BROOKFIELD PRIVATE FUNDS HOLDINGS INC.
     
 
By:
/s/ A.J. Silber
 
Name: A.J. Silber
 
Title: Director
 
BROOKFIELD CANADA ADVISER, LP
     
 
By:  Brookfield Private Funds Holdings Inc., its general partner:
     
 
By:
/s/ A.J. Silber
     
 
Name: A.J. Silber
 
Title: Director
     
 
BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER (CANADA), L.P.
     
 
By:  Brookfield Private Funds Holdings, Inc., its general partner:
     
 
By:
/s/ A.J. Silber
     
 
Name: A.J. Silber
 
Title: Director
     
 
TITAN CO-INVESTMENT GP, LLC
     
 
By:
/s/ Jordan Kolar
     
 
Name: Jordan Kolar
 
Title: Senior Vice-President
     
36

 
BROOKFIELD PRIVATE EQUITY GROUP HOLDINGS LP
     
 
By:  Brookfield Private Equity, Inc., its general partner:
     
 
By:
/s/ A.J. Silber
     
 
Name: A.J. Silber
 
Title: Director
     
 
BROOKFIELD TITAN HOLDINGS LP
     
 
By:  Titan Co-Investment GP, LLC, its general partner:
     
 
By:
/s/ Jordan Kolar
     
 
Name: Jordan Kolar
 
Title: Senior Vice-President
     
 
TITAN CO-INVESTMENT-AC, L.P.
     
 
By:  Titan Co-Investment GP, LLC, its general partner:
     
 
By:
/s/ Jordan Kolar
     
 
Name: Jordan Kolar
 
Title: Senior Vice-President
     
 
TITAN CO-INVESTMENT-CN, L.P.
     
 
By:  Titan Co-Investment GP, LLC, its general partner:
     
 
By:
/s/ Jordan Kolar
     
 
Name: Jordan Kolar
 
Title: Senior Vice-President
     
37

 
TITAN CO-INVESTMENT-DS, L.P.
     
 
By:  Titan Co-Investment GP, LLC, its general partner:
     
 
By:
/s/ Jordan Kolar
     
 
Name: Jordan Kolar
 
Title: Senior Vice-President
     
 
TITAN CO-INVESTMENT-FN, L.P.
     
 
By:  Titan Co-Investment GP, LLC, its general partner:
     
 
By:
/s/ Jordan Kolar
     
 
Name: Jordan Kolar
 
Title: Senior Vice-President
     
 
TITAN CO-INVESTMENT-GLH, L.P.
     
 
By:  Titan Co-Investment GP, LLC, its general partner:
     
 
By:
/s/ Jordan Kolar
     
 
Name: Jordan Kolar
 
Title: Senior Vice-President
     
 
TITAN CO-INVESTMENT-HI, L.P.
     
 
By:  Titan Co-Investment GP, LLC, its general partner:
     
 
By:
/s/ Jordan Kolar
     
 
Name: Jordan Kolar
 
Title: Senior Vice-President
     
38

 
TITAN CO-INVESTMENT-ICG, L.P.
     
 
By:  Titan Co-Investment GP, LLC, its general partner:
     
 
By:
/s/ Jordan Kolar
     
 
Name: Jordan Kolar
 
Title: Senior Vice-President
     
 
TITAN CO-INVESTMENT-LB, L.P.
     
 
By:  Titan Co-Investment GP, LLC, its general partner:
     
 
By:
/s/ Jordan Kolar
     
 
Name: Jordan Kolar
 
Title: Senior Vice-President
     
 
TITAN CO-INVESTMENT-MCG, L.P.
     
 
By:  Titan Co-Investment GP, LLC, its general partner:
     
 
By:
/s/ Jordan Kolar
     
 
Name: Jordan Kolar
 
Title: Senior Vice-President
     
 
TITAN CO-INVESTMENT-MRS, L.P.
     
 
By:  Titan Co-Investment GP, LLC, its general partner:
     
 
By:
/s/ Jordan Kolar
     
 
Name: Jordan Kolar
 
Title: Senior Vice-President
     
39

 
TITAN CO-INVESTMENT-RBS, L.P.
     
 
By:  Titan Co-Investment GP, LLC, its general partner:
     
 
By:
/s/ Jordan Kolar
     
 
Name: Jordan Kolar
 
Title: Senior Vice-President
     
 
BCP TITAN AGGREGATOR, L.P.
     
 
By:  Titan Co-Investment GP, LLC, its general partner:
     
 
By:
/s/ Jordan Kolar
     
 
Name: Jordan Kolar
 
Title: Senior Vice-President
     
 
BCP TITAN SUB AGGREGATOR, L.P.
     
 
By:  Titan Co-Investment GP, LLC, its general partner:
     
 
By:
/s/ Jordan Kolar
     
 
Name: Jordan Kolar
 
Title: Senior Vice-President
     
 
LONGHORN CAPITAL GS LP
     
 
By:  Longhorn Capital Ltd., its general partner:
     
 
By:
/s/ Jordan Kolar
     
 
Name: Jordan Kolar
 
Title: Senior Vice-President

40

EXHIBIT INDEX

Exhibit No.
 
Joint Filing Agreement, dated February 14, 2018

 

41