SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Form 3 Holdings Reported.
X
 Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
SEGRETO JAMES R
(Last) (First) (Middle)
C/O SPAR GROUP INC
560 WHITE PLAINS ROAD, SUITE 210
(Street)
TARRYTOWN NY 10591
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SPAR GROUP INC [ SGRP ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CHIEF FINANCIAL OFFICER
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form 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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock, $.01 par value 12/30/2010(9) P4 3,836 A $0.71 3,836 D
Common Stock, $.01 par value 46,799(1) I 401(k) Plan
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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option to buy Common Stock(8) $0.85 08/06/2009 4J(2) 1 11/06/2009 11/06/2018 Common Stock, $.01 par value 20,000 (10) 11 D
Option to buy Common Stock(7) $0.87 08/06/2009 4J(2) 1 12/14/2008 12/14/2017 Common Stock, $.01 par value 15,000 (10) 11 D
Option to buy Common Stock(7) $0.76 08/06/2009 4J(2) 1 11/08/2008 11/08/2017 Common Stock, $.01 par value 10,000 (10) 11 D
Option to buy Common Stock(7) $1.04 08/06/2009 4J(2) 1 03/01/2007 03/01/2016 Common Stock, $.01 par value 9,000 (10) 11 D
Option to buy Common Stock(7) $1.1 08/06/2009 4J(2) 1 11/09/2006 11/09/2015 Common Stock, $.01 par value 10,000 (10) 11 D
Option to buy Common Stock(7) $1.26 08/06/2009 4J(2) 1 04/14/2006 04/14/2015 Common Stock, $.01 par value 8,000 (10) 11 D
Option to buy Common Stock(7) $1.25 08/06/2009 4J(2) 1 05/19/2005 05/19/2014 Common Stock, $.01 par value 4,500 (10) 11 D
Option to buy Common Stock(7) $1.3 08/06/2009 4J(2) 1 08/02/2002 08/02/2011 Common Stock, $.01 par value 17,000 (10) 11 D
Option to buy Common Stock(7) $1.3 08/06/2009 4J(2) 1 08/02/2002 08/02/2011 Common Stock, $.01 par value 2,000 (10) 11 D
Option to buy Common Stock(8) $0.4 08/06/2009 4A(3) 9 (4) 08/06/2019 Common Stock, $.01 par value 95,500 (10) 11 D
Option to buy Common Stock(8) $0.4 08/06/2009 4A 1 (5) 08/06/2019 Common Stock, $.01 par value 25,000 (10) 11 D
Option to buy Common Stock(8) $1 (6) 08/05/2020 Common Stock, $.01 par value 30,000 11(1) D
Explanation of Responses:
1. Beneficial ownership of such shares or options at December 31, 2010.
2. Options were voluntarily surrendered to the issuer for cancellation and exchanged on a share-for-share basis for the new options described in footnote (3) below pursuant to the issuer's Offer to Exchange Certain Outstanding Stock Options for New Stock Options dated August 24, 2009, as filed with the SEC in our Schedule TO on August 25, 2009.
3. Options received from the issuer for the options voluntarily surrendered to it for the cancellation and exchange described in footnote (2) above.
4. Vests and becomes exercisable as to 23,875 shares each on 8/6/2010, 8/6/2011, 8/6/2012 and 8/6/2013.
5. Vests and becomes exercisable as to 6,250 shares each on 8/6/2010, 8/6/2011, 8/6/2012 and 8/6/2013.
6. Vests and becomes exercisable as to 7,500 shares each on 8/5/2011, 8/5/2012, 8/5/2013 and 8/5/2014.
7. Option to buy the issuer's Common Stock pursuant to its 2000 Stock Option Plan, as amended.
8. Option to buy the issuer's Common Stock pursuant to its 2008 Stock Compensation Plan, as amended.
9. Common Stock purchased by the Administrator of the Employee Stock Purchase Plan from time to time during the period between 12/31/2009 and 12/31/2010.
10. Not applicable.
Remarks:
/s/ James R. Segreto 02/14/2011
** Signature of Reporting Person Date
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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