FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
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 *

Melman Gil
2. Issuer Name and Ticker or Trading Symbol

Spark Energy, Inc. [ SPKE ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
_____ Officer (give title below)      __ X __ Other (specify below)
Former VP and General Counsel
(Last)          (First)          (Middle)

12140 WICKCHESTER LANE SUITE 100
3. Date of Earliest Transaction (MM/DD/YYYY)

1/1/2019
(Street)

HOUSTON, TX 77079
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   1/1/2019     M    103930   (1) A $0   (2) 105030   D    
Class A Common Stock   1/1/2019     F    40896   (3) D $7.43   (4) 64134   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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     (2) 1/1/2019     M         83114      (5)   (5) Class A Common Stock   83114.0   $0   0   D    
Restricted Stock Unit     (2) 1/1/2019     M         20816      (6)   (6) Class A Common Stock   20816.0   $0   0   D    

Explanation of Responses:
(1)  Issued as a result of accelerated vesting of 103,930 Restricted Stock Units ("RSUs") pursuant to the terms of that certain Transition and Resignation Agreement and Mutual Release of Claims, by and between the Reporting Person and the Issuer (the "Transition Agreement").
(2)  RSUs convert into Class A Common Stock, par value $0.01 per share (the "Class A Common Stock") on a one-to-one basis, cash, or a combination of both.
(3)  Payment for tax liability through the withholding of shares of Class A Common Stock.
(4)  Price is based on the closing price of Class A Common Stock on December 31, 2018, pursuant to the Spark Energy, Inc. Amended and Restated-Long Term Incentive Plan.
(5)  These RSUs were scheduled to vest ratably over 4 years in May of each year following the grant. The vesting of these RSUs was accelerated pursuant to the Transition Agreement described in Footnote 1 above.
(6)  These RSUs were scheduled to vest in full on May 18, 2019. The vesting of these RSUs was accelerated pursuant to the Transition Agreement described in Footnote 1 above.

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



Former VP and General Counsel

Signatures
/s/ Gil Melman, by Nathan Kroeker as Attorney-in-Fact 1/3/2019
** 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 4(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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.