Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Oaktree Capital Group Holdings GP, LLC
  2. Issuer Name and Ticker or Trading Symbol
Vistra Energy Corp. [VST]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Not applicable
(Last)
(First)
(Middle)
333 SOUTH GRAND AVENUE, 28TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
04/09/2018
(Street)

LOS ANGELES, CA 90071
4. If Amendment, Date Original Filed(Month/Day/Year)
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 (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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 04/09/2018 04/09/2018 A   3,091,718 A (1) (2) (3) (4) 51,530,530 (1) (2) (3) (4) (5) (6) I See Footnotes (1) (2) (3) (4) (5) (6) (7)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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
Oaktree Capital Group Holdings GP, LLC
333 SOUTH GRAND AVENUE
28TH FLOOR
LOS ANGELES, CA 90071
  X     Not applicable
OAKTREE CAPITAL MANAGEMENT LP
333 SOUTH GRAND AVENUE
28TH FLOOR
LOS ANGELES, CA 90071
  X     Not applicable
Oaktree Holdings, Inc.
333 SOUTH GRAND AVENUE
28TH FLOOR
LOS ANGELES, CA 90071
  X     Not applicable
Oaktree Capital Group, LLC
333 SOUTH GRAND AVENUE
28TH FLOOR
LOS ANGELES, CA 90071
  X     Not applicable

Signatures

 See Signatures included in Exhibit 99.1   05/04/2018
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) This 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)
(2) (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.
(3) This 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)
(4) (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.
(5) The 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).
(6) Following 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.
(7) The 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.

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