Sec Form 4 Filing - BROOKFIELD ASSET MANAGEMENT INC. @ Vistra Corp. - 2020-05-28

FORM 4 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

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1. Name and Address of Reporting Person BROOKFIELD ASSET MANAGEMENT INC. 2. Issuer Name and Ticker or Trading Symbol Vistra Corp. [ VST] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Remarks (Last) (First) (Middle) BROOKFIELD PLACE, 181 BAY STREET, SUITE 300 PO BOX 762 3. Date of Earliest Transaction (MM/DD/YY) 05/28/2020 (Street) NEW YORK, NY10281-1023 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 05/28/2020 J 566,499 ( 4 ) D $ 0 19,288,906 ( 5 ) I See notes ( 1 ) ( 2 ) ( 3 ) ( 6 ) ( 7 ) ( 8 ) ( 9 )

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 NEW YORK, NY10281-1023 See Remarks Partners Ltd BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO, A6M5J2T3 See Remarks Brookfield Private Equity Inc. BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO, A6M5J2T3 See Remarks Brookfield Private Equity Group Holdings LP BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO, A6M5J2T3 See Remarks Brookfield Capital Partners Ltd. C/O BROOKFIELD ASSET MANAGEMENT INC. 181 BAY ST, STE. 300 TORONTO, A6M5J2T3 See Remarks Titan Co-Investment GP, LLC BROOKFIELD PLACE 200 VESEY STREET NEW YORK, NY10281-1023 See Remarks Brookfield Titan Holdings LP BROOKFIELD PLACE 200 VESEY STREET NEW YORK, NY10281-1023 See Remarks Brookfield Private Equity Direct Investments Holdings LP BROOKFIELD PLACE 200 VESEY STREET NEW YORK, NY10281-1023 See Remarks Brookfield US Inc. BROOKFIELD PLACE 200 VESEY STREET NEW YORK, NY10281-1023 See Remarks Brookfield Holdings Canada Inc. BROOKFIELD PLACE 181 BAY STREET, SUITE 300 TORONTO, A6M5J2T3 See Remarks Signatures By: See Signatures Included in Exhibit 99.2 09/21/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )See Exhibit 99.1 for text of footnote (1). ( 2 )See Exhibit 99.1 for text of footnote (2). ( 3 )See Exhibit 99.1 for text of footnote (3). ( 4 )See Exhibit 99.1 for text of footnote (4). ( 5 )See Exhibit 99.1 for text of footnote (5). ( 6 )See Exhibit 99.1 for text of footnote (6). ( 7 )See Exhibit 99.1 for text of footnote (7). ( 8 )See Exhibit 99.1 for text of footnote (8). ( 9 )See Exhibit 99.1 for text of footnote (9).

Remarks: Following the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of March 13, 2019, by and among Oaktree Capital Group, LLC ("OCG"), Brookfield Asset Management Inc. ("BAM") and other parties thereto (as reported in a Form 8-K filed by OCG on October 4, 2019), BAM and certain of its affiliates may be deemed to beneficially own securities of the Issuer held by OCG and certain of its affiliates, which beneficial ownership BAM and its affiliates disclaims except to the extent of their respective pecuniary interests therein. Due to the technical limitation on the number of reporting persons per filing, this filing is being made into two identical parts. This filing is part one of two. See Exhibit 99.2 for Joint Filer Information and Signatures incorporated herein by reference.

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).

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