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
X Officer (give title below) Other (specify below)
CEO
3. Date of Earliest Transaction (Month/Day/Year)
06/29/2021
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 06/29/2021 P 2,519 A $11.0711(1) 2,671,102 D
Class A Common Stock 06/30/2021 P 1,900 A $11.3578(2) 2,673,002 D
Class A Common Stock 07/01/2021 C 800,000 A $0(3) 3,473,002 D(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock/Spark HoldCo Units (3) 07/01/2021 C 800,000(5) (3) (3) Class A Common Stock 800,000 $0 20,000,000 I(6) held through affiliate
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)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
X Officer (give title below) Other (specify below)
CEO
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)

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*
Retailco, LLC

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

(Street)
HOUSTON TX 77079

(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. The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $11.00 to $11.19, 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.
2. The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $11.27 to $11.40, 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. Subject to terms of the Third Amended and Restated Limited Liability Company Agreement of Spark HoldCo, LLC, the units of Spark HoldCo, LLC (the "Spark HoldCo Units"), together with a corresponding number of shares of Class B Common Stock of Spark Energy, Inc (the "Issuer") may be exchanged, at any time and from time to time, for Class A Common Stock of the Issuer (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).
4. Immediately following the exchange described in footnote 5 below, Retailco, LLC ("Retailco") distributed the Class A Common Stock to W. Keith Maxwell III. Accordingly, these shares are reflected as directly owned.
5. On July 1, 2021, Retailco elected to exchange 800,000 Spark HoldCo Units, together with a corresponding number of shares of Class B Common Stock, into 800,000 shares of Class A Common Stock.
6. 19,725,000 shares are held directly by Retailco (see footnote 4 above) and 275,000 shares are held directly by NuDevco Retail, LLC. Retailco is a wholly-owned subsidiary of TxEx Energy Investments, LLC ("TxEx"). which is wholly-owned by W. Keith Maxwell III. NuDevco Retail, LLC is a wholly-owned subsidiary of NuDevco Retail Holdings, which is a wholly-owned subsidiary of Electric Holdco, LLC, which is a wholly-owned subsidiary of TxEx, which is wholly-owned by W. Keith Maxwell III.
Remarks:
/s/ W. Keith Maxwell III, by Dominique R. Colvard, Attorney-in-Fact 07/02/2021
/s/ W. Keith Maxwell III, Chief Executive Officer of TxEx Energy Investments, LLC 07/02/2021
/s/ W. Keith Maxwell III, Chief Executive Officer of Retailco, LLC 07/02/2021
** Signature of Reporting Person Date
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