SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Maxwell W Keith III (Last) (First) (Middle) 2105 CITYWEST BOULEVARD, SUITE 100 (Street) HOUSTON TX 77042 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/28/2014	3. Issuer Name and Ticker or Trading Symbol Spark Energy, Inc. [ SPKE ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	0	I	See footnotes(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock/Spark HoldCo Units	(3)	(3)	Class A Common Stock	0(3)	(3)	I	See footnotes(1)(2)

1. Name and Address of Reporting Person* Maxwell W Keith III (Last) (First) (Middle) 2105 CITYWEST BOULEVARD, SUITE 100 (Street) HOUSTON TX 77042 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NuDevco Partners, LLC (Last) (First) (Middle) 2105 CITYWEST BOULEVARD, SUITE 100 (Street) HOUSTON TX 77042 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NuDevco Partners Holdings, LLC (Last) (First) (Middle) 2105 CITYWEST BOULEVARD, SUITE 100 (Street) HOUSTON TX 77042 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NuDevco Retail Holdings,LLC (Last) (First) (Middle) 2105 CITYWEST BOULEVARD, SUITE 100 (Street) HOUSTON TX 77042 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* NuDevco Retail, LLC (Last) (First) (Middle) 2105 CITYWEST BOULEVARD, SUITE 100 (Street) HOUSTON TX 77042 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. This Form 3 is filed jointly by W. Keith Maxwell III, NuDevco Partners, LLC ("NuDevco Partners"), NuDevco Partners Holdings, LLC ("NuDevco Holdings"), NuDevco Retail, LLC ("NuDevco Retail") and NuDevco Retail Holdings, LLC ("NuDevco Retail Holdings") in connection with the effectiveness of the Issuer's Registration Statement on Form S-1 (Registration No. 333-196375) (the "Registration Statement"). Mr. Maxwell is the sole member of NuDevco Partners. NuDevco Partners is the sole member of NuDevco Holdings. NuDevco Retail Holdings is the sole member of NuDevco Retail. Following the completion of the offering, NuDevco Holdings will be the sole member of NuDevco Retail Holdings. (continued in footnote 3)

2. Accordingly, NuDevco Partners, NuDevco Holdings, NuDevco Retail Holdings and NuDevco Retail are direct and indirect wholly owned subsidiaries of Mr. Maxwell, and Mr. Maxwell, NuDevco Partners and NuDevco Holdings may be deemed to indirectly own the securities of the Issuer directly held by NuDevco Retail Holdings and NuDevco Retail, but each disclaims beneficial ownership except to the extent of his or its pecuniary interest therein.

3. Subject to the Terms of the Second Amended and Restated Limited Liability Company Agreement of Spark HoldCo, LLC to be adopted in connection with the closing of the Issuer's initial public offering, the units of Spark HoldCo, LLC (the "Spark HoldCo Units") (together with a corresponding number of shares of Class B Common Stock) may be exchanged, at any time and from time to time, for Class A Common Stock (or cash at the Issuer or Spark HoldCo's election) at an exchange ratio of one share of Class A Common Stock for each Spark HoldCo Unit (and corresponding share of Class B common stock).

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney (CE)

	/s/ W. Keith Maxwell, by Gil Melman, as Attorney-in Fact	07/28/2014
	/s/ NuDevco Partners, LLC, by Terry D. Jones Executive Vice President and General Counsel	07/28/2014
	/s/ NuDevco Partners Holdings, LLC, by Terry D. Jones Executive Vice President and General Counsel	07/28/2014
	/s/ NuDevco Retail Holdings, LLC, by Gil Melman Vice President	07/28/2014
	/s/ NuDevco Retail, LLC, by Gil Melman Vice President	07/28/2014
	** Signature of Reporting Person	Date
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