FORM 4
[ ] 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
                                                                                  
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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 *

Evans Nick W Jr
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                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

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

5/18/2018
(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   5/18/2018     M    10247   (1) A $0   34693   D    
Class A Common Stock                  2684   I   By Spouse  

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) 5/18/2018     M         15764      (3)   (3) Class A Common Stock   15764.0   $0   0   D    
Restricted Stock Unit     (4) 5/18/2018     A      6049         (5)   (5) Class A Common Stock   6049.0   $0   6049   D    

Explanation of Responses:
(1)  The shares of Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"), reported represent shares issued as a result of vesting of 15,764 restricted stock units (the "Restricted Stock Units") on May 18, 2018. Of the 15,764 Restricted Stock Units, 10,247 Restricted Stock Units were settled in shares of Class A Common Stock and 5,517 Restricted Stock Units were cash settled based on the closing price on the date of vesting.
(2)  Each Restricted Stock Unit represents a right to receive, upon vesting, one share of Class A Common Stock of Spark Energy, Inc., cash, or a combination of both. Each Restricted Stock Unit includes tandem dividend equivalents which will vest upon the same schedule referenced in Footnote 3.
(3)  Each of these RSUs vests and pays out upon vesting and payout of the underlying award of RSUs to which the dividend equivalent relates.
(4)  Restricted Stock Units convert into Class A Common Stock on a one-for-one basis or may be cash settled in accordance with the Spark Energy Inc. Amended and Restated Long Term Incentive Plan.
(5)  The Restricted Stock Units will vest in full on May 18, 2019. Each of these Restricted Stock Units, and all dividend equivalents, will vest and pay out upon vesting of the underlying award of Restricted Stock Units to which the dividend equivalent payment relates.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Evans Nick W Jr
12140 WICKCHESTER LANE
SUITE 100
HOUSTON, TX 77079
X



Signatures
/s/ Nick W. Evans Jr., by Gil Melman, Attorney-in-fact 5/22/2018
** 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).
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