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Filing Details

Accession Number:: 0001606268-16-000226
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-04-06 18:23:34
Reporting Period:: 2016-03-31

Filing Date:: 2016-04-06
Accepted Time:: 2016-04-06 18:23:34
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1606268	Spark Energy Inc.	SPKE	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1582187	Iii Keith W Maxwell	12140 Wickchester Lane, Suite 100 Houston TX 77079	Yes	No	Yes	No
1664233	Retailco, Llc	12140 Wickchester Lane Suite 100 Houston TX 77079	No	No	Yes	No
1664236	Txex Energy Investments, Llc	12140 Wickchester Lane Suite 100 Houston TX 77079	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2016-03-31	1,725,000	$0.00	2,296,264	No	4	C	Indirect	See footnote
Class A Common Stock	Disposition	2016-04-04	1,725,000	$18.00	571,264	No	4	S	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See footnote
No	4	S	Indirect	See footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B Common Stock/Spark HoldCo Units	Disposition	2016-03-31	1,725,000	$0.00	1,725,000	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
8,025,000			No	4	C	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	92,850	Direct

Footnotes

In connection with the underwritten offering described in footnote 5, Retailco, LLC ("Retailco") elected to convert 1,725,000 units of Spark Holdco, LLC (the "Spark Holdco Units"), together with a corresponding number of shares of Class B Common Stock, into 1,725,000 shares of Class A Common Stock.
Subject to the terms of the Second Amended and Restated Limited Liability Company Agreement 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 rate of one share of Class A Common Stock for each Spark Holdco Unit (and corresponding share of Class B Common Stock).
Held directly by Retailco. Retailco is a wholly owned subsidiary of TxEx Investments, LLC ("TxEx"), which is wholly owned by W. Keith Maxwell III.
The transactions reported in footnote 5 below are reported as of the closing date of the offering rather than the trade date or the date that Retailco was notified of the exercise of the over-allotment option, which may be considered the transaction dates pursuant to Section 16 reporting principles, to simply the presentation of the transactions reported herein. The earliest date of the transactions reported herein may be considered March 30, 2016, the trade date, and March 31, 2016, the date on which the underwriters exercised their over-allotment option.
On March 30, 2016, the Issuer entered into an underwriting agreement by and among Retailco and FBR Capital Markets & Co., as representative of the several underwriters named therein, providing for the offer and sale by Retailco, and purchase by the underwriters, of 1,500,000 shares of Class A Common Stock, at a price to the public of $18.00 per share. On March 31, 2016, the underwriters notified Retailco of their election to exercise their over-allotment option in full, pursuant to the terms of the underwriting agreement, for 225,000 additional shares. The offering closed on April 4, 2016.
The sale of Class A Common Stock reported herein by Retailco may be matchable under Section 16(b) of the Securities and Exchange Act of 1934, as amended, with the purchase by W. Keith Maxwell III, the indirect owner of Retailco, of shares of Class A Common Stock which occurred in the past six months. Prior to this sale, W. Keith Maxwell III has agreed to pay the Issuer the full amount of the profit realized in connection with the short-swing transaction as soon as practicable after information is available for the highest sales price and lowest purchase price during the six month period in which this transaction occurs.
7,887,500 shares are held directly by Retailco and 137,500 shares are held directly by NuDevco Retail, LLC. NuDevco Retail, LLC is a wholly owned subsidiary of NuDevco Retail Holdings, LLC, 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.