FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Electric Holdco, LLC

2. Date of Event Requiring Statement (MM/DD/YYYY)
1/11/2016 

3. Issuer Name and Ticker or Trading Symbol

Spark Energy, Inc. [SPKE]

(Last)        (First)        (Middle)

12140 WICKCHESTER LANE, SUITE 100

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

HOUSTON, TX 77079       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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 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)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: 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     (1)   (1) Class A Common Stock   10750000     (1) I   See footnote   (2)

Explanation of Responses:
(1)  Subject to the terms of the Second 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 (the "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).
(2)  The reporting person became the beneficial owner of the securities reported herein by becoming the owner of NuDevco Retail Holdings, LLC through an internal reorganization. NuDevco Retail Holdings, LLC directly owns 10,612,500 Spark HoldCo Units and 10,612,500 shares of Class B Common Stock and is the owner of NuDevco Retail, LLC. NuDevco Retail, LLC directly owns 137,500 Spark HoldCo Units and 137,500 shares of Class B Common Stock.

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

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Electric Holdco, LLC
12140 WICKCHESTER LANE
SUITE 100
HOUSTON, TX 77079

X


Signatures
/s/ Electric Holdco, LLC, by Gil Melman, as Attorney-in-Fact 1/20/2016
** 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 5(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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