Sec Form 3 Filing - BROOKFIELD ASSET MANAGEMENT INC. @ Vistra Energy Corp - 2017-05-08

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person BROOKFIELD ASSET MANAGEMENT INC. 2. Issuer Name and Ticker or Trading Symbol Vistra Energy Corp [ VST] 5. 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 (Last) (First) (Middle) BROOKFIELD PLACE 181 BAY STREET, SUITE 300 PO BOX 762 3. Date of Earliest Transaction (MM/DD/YY) 05/08/2017 (Street) TORONTO, A6M5J2T3 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price 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 Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BROOKFIELD ASSET MANAGEMENT INC. BROOKFIELD PLACE 181 BAY STREET SUITE 300 PO BOX 762 TORONTO, A6M5J2T3 X Director by Deputization Partners Ltd BROOKFIELD PLACE 181 BAY STREET SUITE 300 PO BOX 762 TORONTO, A6M2J2T3 X Director by Deputization Brookfield Private Equity Inc. BROOKFIELD PLACE 181 BAY STREET SUITE 300 PO BOX 762 TORONTO, A6M2J2T3 X Director by Deputization Brookfield Capital Partners Ltd. BROOKFIELD PLACE 181 BAY STREET SUITE 300 PO BOX 762 TORONTO, A6M2J2T3 X Director by Deputization Brookfield Holdings Canada Inc. BROOKFIELD PLACE 181 BAY STREET SUITE 300 PO BOX 762 TORONTO, A6M2J2T3 X Director by Deputization Brookfield Private Funds Holdings Inc. BROOKFIELD PLACE 181 BAY STREET SUITE 300 PO BOX 762 TORONTO, A6M2J2T3 X Director by Deputization Brookfield Canada Adviser, LP BROOKFIELD PLACE 181 BAY STREET SUITE 300 PO BOX 762 TORONTO, A6M2J2T3 X Director by Deputization Brookfield Asset Management Private Institutional Capital Adviser (Canada) LP BROOKFIELD PLACE 181 BAY STREET SUITE 300 PO BOX 762 TORONTO, A6M2J2T3 X Director by Deputization Signatures Brookfield Asset Management Inc./s/ A.J. Silber 05/08/2017 Signature of Reporting Person Date

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

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 4(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.