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Oaktree Capital Management LP, et al. – ‘4’ for 11/19/21 re: Vistra Corp.

On:  Tuesday, 11/23/21, at 4:04pm ET   ·   For:  11/19/21   ·   Accession #:  950142-21-3792   ·   File #:  1-38086

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/23/21  Oaktree Capital Management LP     4                      2:18K  Vistra Corp.                      Paul Weiss Ri… LLP 01/FA
          Oaktree Holdings, Inc.
          Oaktree Capital Group Holdings GP, LLC
          Oaktree Capital Group, LLC

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Ownership Document -- es210204884_4-vistra.xml/3.6  HTML      3K 
 2: EX-99.1     Miscellaneous Exhibit                               HTML      8K

‘4’   —   Ownership Document — es210204884_4-vistra.xml/3.6



        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 
 
SEC Info℠ rendering:  Ownership Document — es210204884_4-vistra.xml/3.6
 
FORM 4UNITED 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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Oaktree Capital Group Holdings GP, LLC
(Last)(First)(Middle)
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
(Street)
LOS ANGELESCA90771
(City)(State)(Zip)
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)XOther (specify below)
See Remarks.
3. Date of Earliest Transaction (Month/Day/Year)
11/19/21
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)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)
CodeVAmount(A) or (D)Price
Common Stock, par value $0.01 per share 11/19/21S 1,041,573D$20.101128,899,812 (1)ISee footnotes (2) (3) (4)
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 (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)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 (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
Oaktree Capital Group Holdings GP, LLC
(Last)(First)(Middle)
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
(Street)
LOS ANGELESCA90771
(City)(State)(Zip)
1. Name and Address of Reporting Person*
OAKTREE CAPITAL MANAGEMENT LP
(Last)(First)(Middle)
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
(Street)
LOS ANGELESCA90771
(City)(State)(Zip)
1. Name and Address of Reporting Person*
Oaktree Holdings, Inc.
(Last)(First)(Middle)
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
(Street)
LOS ANGELESCA90771
(City)(State)(Zip)
1. Name and Address of Reporting Person*
Oaktree Capital Group, LLC
(Last)(First)(Middle)
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
(Street)
LOS ANGELESCA90771
(City)(State)(Zip)
Explanation of Responses:
(1)  The Reporting Persons inadvertently omitted to report 4,783 shares received on October 30, 2020 in connection with a distribution from the First Lien Dispute Escrow Account in the Energy Future Holdings Chapter 11 Cases.
(2)  This Form 4 is being filed by Oaktree Capital Management, L.P. ("Management"), on behalf of certain of its managed funds and accounts (the "Funds"), with respect to shares of the Issuer's common stock, par value $0.01 per share ("Common Stock") that may be deemed to be beneficially owned by the Reporting Persons (as defined below). This Form 4 is also being filed by each of (i) Oaktree Holdings, Inc. ("Holdings, Inc.") as the general partner of Management; (ii) Oaktree Capital Group, LLC ("OCG") as the sole shareholder of Holdings, Inc.; and (iii) Oaktree Capital Group Holdings GP, LLC ("OCGH GP", and, together with Management, Holdings, Inc. and OCG, the "Reporting Persons" and each a "Reporting Person") as the duly elected manager of OCG.
(3)  Each Reporting Person disclaims beneficial ownership of all equity securities reported herein except to the extent of its respective pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 4.
(4)  OCGH GP is managed by an executive committee consisting of Howard S. Marks, Bruce A. Karsh, Sheldon M. Stone, John B. Frank, and Jay S. Wintrob (the "OCGH GP Members"). In such capacity, the OCGH GP Members may be deemed to have indirect beneficial ownership of the Common Stock. Each OCGH GP Member expressly disclaims beneficial ownership of the Common Stock, except to the extent of his respective pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any such person is the beneficial owner of any equity securities covered by this Form 4.
Remarks:
Following the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of March 13, 2019, by and among 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 Management and certain of its affiliates, which beneficial ownership BAM and its affiliates disclaims except to the extent of their respective pecuniary interests therein. See Exhibit 99.1 for Joint Filer Information and Signatures incorporated herein by reference.
/s/ See Signatures Included in Exhibit 99.1 11/23/21
** Signature of Reporting PersonDate
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.
____________
Transaction Code:
    S    Open market or private sale of non-derivative or derivative security.

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