SEC Form 4
FORM 4 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
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).
1. Name and Address of Reporting Person*
Maxwell W Keith III

(Last) (First) (Middle)
12140 WICKCHESTER LANE, SUITE 100

(Street)
HOUSTON TX 77079

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Spark Energy, Inc. [ SPKE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/22/2017
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
X 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 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
Class A Common Stock 12/22/2017 P 300(1) A $11.51(2) 1,005,096(3) D
Class A Common Stock 05/03/2018 X 373,000 D $0 955,008 I See Footnotes(4)
Class A Common Stock 08/02/2018 X 51,000 D $0 904,008 I See footnotes(4)
Class A Common Stock 09/17/2018 P 8,000 A $8.29(5) 1,020,596(3) D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit (6) 05/03/2018 X 373,000 (7) (7) Class A Common Stock 373,000 $0 57,000 I See Footnote(4)
Restricted Stock Unit (6) 06/29/2018 E V 4,000 (7) (7) Class A Common Stock 4,000 $0 53,000 I See Footnote(4)
Restricted Stock Unit (6) 08/02/2018 X 51,000 (7) (7) Class A Common Stock 51,000 $0 2,000 I See Footnote(4)
1. Name and Address of Reporting Person*
Maxwell W Keith III

(Last) (First) (Middle)
12140 WICKCHESTER LANE, SUITE 100

(Street)
HOUSTON TX 77079

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TxEx Energy Investments, LLC

(Last) (First) (Middle)
12140 WICKCHESTER LANE
SUITE 100

(Street)
HOUSTON TX 77079

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Retailco, LLC

(Last) (First) (Middle)
12140 WICKCHESTER LANE
SUITE 100

(Street)
HOUSTON TX 77079

(City) (State) (Zip)
Explanation of Responses:
1. The purchase of Class A common stock reported herein by the reporting person may be matchable under Section 16(b) of the Securities and Exchange Act of 1934, as amended. The reporting person has agreed to disgorge any short swing profits associated with such matching transactions.
2. The price reported in Column 4, is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $11.50 to $11.5155, inclusive. The reporting person undertakes to provide to Spark Energy, Inc., any security holder of Spark Energy, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
3. The number of shares of Class A common stock reported as holdings has been updated to reflect the unreported transaction, as well as other unreported transactions and amendments to existing Form 4s filed on or about the date hereof.
4. Held directly by Retailco, LLC ("Retailco") at time of vesting and settlement. Retailco is a wholly-owned subsidiary of TxEx Energy Investments, LLC, which is wholly owned by W. Keith Maxwell III. On November 13, 2018, the Class A Common Stock, par value $0.01 per share (the "Class A Common Stock") held by Retailco became directly owned by W. Keith Maxwell III, representing a change in the beneficial ownership. In future filings, these shares will be shown as held directly by W. Keith Maxwell III.
5. The price reported in Column 4, is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $8.275 to $8.3, inclusive. The reporting person undertakes to provide to Spark Energy, Inc., any security holder of Spark Energy, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
6. On September 15, 2016, Retailco granted 430,000 restricted stock units ("RSUs") to employees of National Gas & Electric, LLC, a wholly owned subsidiary of Retailco. Each RSU represented an obligation of Retailco to deliver, and the recipient's right to receive, upon satisfaction of vesting conditions and without payment of consideration, one share of Class A Common Stock of Spark Energy, Inc., held by Retailco. The number of RSUs and shares of Class A Common Stock reported herein reflect a two-for-one stock split, which took effect on June 16, 2017.
7. The RSUs vested over one, two or three-year periods depending on the recipient's underlying award agreement. The initial vesting of 373,000 RSUs occurred on August 1, 2017 and those vested RSUs were settled on May 3, 2018. On June 29, 2018, 4,000 RSUs were forfeited. On August 2, 2018, 51,000 RSUs vested and were settled.
Remarks:
/s/ W. Keith Maxwell III 04/04/2019
/s/ W. Keith Maxwell III, Chief Executive Officer of TxEx Energy Investments, LLC 04/04/2019
/s/ W. Keith Maxwell III, Chief Executive Officer of Retailco, LLC 04/04/2019
** Signature of Reporting Person Date
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