Spark Energy, Inc. (Form: 5, Received: 02/10/2016 17:39:22)

FORM 5

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported

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

ANNUAL 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 ^*
Maxwell W Keith III
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
_____ Officer (give title below)      _____ Other (specify below)

(Last)          (First)          (Middle)
12140 WICKCHESTER LANE, SUITE 100,
3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
12/31/2015

(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)
___ 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. 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)

Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or 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
(MM/DD/YYYY) 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 at End of Issuer's Fiscal Year
(Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 11. Nature of Indirect Beneficial Ownership
(Instr. 4)

(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Convertible Subordinated Promissory Note 7/8/2015 P 1       ⁽¹⁾ ⁽¹⁾ Class B Common Stock/Spark HoldCo Units ⁽²⁾ 1.0 ⁽¹⁾ ⁽¹⁾ 1 I See footnote ⁽³⁾

Convertible Subordinated Promissory Note 7/31/2015 P 1       ⁽⁴⁾ ⁽⁴⁾ Class B Common Stock/Spark HoldCo Units ⁽²⁾ ⁽⁴⁾ 1 I See footnote ⁽³⁾

Explanation of Responses:

(1) On July 8, 2015, Spark Energy, Inc. (the "Company") and Spark HoldCo, LLC ("Spark HoldCo") jointly issued a 5% Subordinated Convertible Note in the aggregate principal amount of $2,075,000.00 to Retailco Acquisition Co., LLC ("RAC"). At any time following the date that is 18 months after issuance, the note is convertible at RAC's option into the Company's Class B common stock (the "Class B Common Stock"), par value $0.01 per share (and a related unit of Spark HoldCo (the "Spark HoldCo Units")) at a conversion price of $16.57 per share.

(2) Subject to the terms of the Second Amended and Restated Limited Liability Company Agreement of Spark HoldCo, the Spark HoldCo Units, together with a corresponding number of shares of Class B Common Stock, may be exchanged, at any time and from time to time, for Class A Common Stock of the Company (or cash at the Company 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).

(3) Each note is held directly by RAC. W. Keith Maxwell III, is the sole member of TxEx Energy Investments, LLC ("TxEx"), which is the sole member of RAC. Each of W. Keith Maxwell III and TxEx disclaim beneficial ownership of the notes and securities represented thereby to the extent of their pecuniary interest.

(4) On July 31, 2015, the Company and Spark HoldCo jointly issued a 5% Subordinated Convertible Note in the aggregate principal amount of $5,000,000.00 to RAC. At any time following the date that is 18 months after issuance, the note is convertible at RAC's option into Class B Common Stock, together with a related Spark HoldCo Unit, at a conversion price of $14.00 per share.

Reporting Owners

Reporting Owner Name / Address Relationships

Director 10% Owner Officer Other

Maxwell W Keith III
12140 WICKCHESTER LANE, SUITE 100
HOUSTON, TX 77079 X X

TxEx Energy Investments, LLC
12140 WICKCHESTER LANE
SUITE 100
HOUSTON, TX 77079
X

Retailco Acquisition Co, LLC
12140 WICKCHESTER LANE
SUITE 100
HOUSTON, TX 77079

Affiliate

Signatures

/s/ W. Keith Maxwell III, by Gil Melman, Attorney-in-fact 2/10/2016

^** Signature of Reporting Person Date

/s/ TxEx Investments, LLC, by Gil Melman, Attorney-in-fact 2/10/2016

^** Signature of Reporting Person Date

/s/ Retailco Acquisition Co., LLC, By Gil Melman, Attorney-in-fact 2/10/2016

^** 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 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.

*Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
Convertible Subordinated Promissory Note		7/8/2015		P	1		⁽¹⁾	⁽¹⁾	Class B Common Stock/Spark HoldCo Units ⁽²⁾	1.0 ⁽¹⁾	⁽¹⁾	1	I	See footnote ⁽³⁾
Convertible Subordinated Promissory Note		7/31/2015		P	1		⁽⁴⁾	⁽⁴⁾	Class B Common Stock/Spark HoldCo Units ⁽²⁾		⁽⁴⁾	1	I	See footnote ⁽³⁾



POWER OF ATTORNEY
FOR EXECUTING FORM ID, FORMS 3, FORMS 4 AND FORMS 5,
FORM 144 AND SCHEDULE 13D AND SCHEDULE 13G
The undersigned hereby constitutes and appoints Nathan Kroeker, Georganne Hodges and Gil Melman, or any one of them acting without the others, with full power of substitution, as the undersigned's true and lawful attorney-in-fact to:
(1)    Execute for and on behalf of the undersigned a Form ID (including amendments thereto), or any other forms prescribed by the Securities and Exchange Commission, that may be necessary to obtain codes and passwords enabling the undersigned to make electronic filings with the Securities and Exchange Commission of the forms referenced in clause (2) below;
(2)    Execute for and on behalf of the undersigned any (a) Form 3, Form 4 and Form 5 (including amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (b) Form 144 (including amendments thereto) and (c) Schedule 13D and Schedule 13G (including amendments thereto) in accordance with Sections 13(d) and 13(g) of the Exchange Act, but only to the extent each form or schedule relates to the undersigned's beneficial ownership of securities of Spark Energy, Inc. or any of its subsidiaries;
(3)    Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any Form ID, Form 3, Form 4, Form 5, Form 144, Schedule 13D or Schedule 13G (including amendments thereto) and timely file the forms or schedules with the Securities and Exchange Commission and any stock exchange or quotation system, self-regulatory association or any other authority, and provide a copy as required by law or advisable to such persons as the attorney-in-fact deems appropriate; and
(4)    Take any other action in connection with the foregoing that, in the opinion of the attorney-in-fact, may be of benefit to, in the best interest of or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in the form and shall contain the terms and conditions as the attorney-in-fact may approve in the attorney-in-fact's discretion.
The undersigned hereby grants to the attorney-in-fact full power and authority to do and perform all and every act requisite, necessary or proper to be done in the exercise of any of the rights and powers granted herein, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that the attorney-in-fact shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers granted herein.  The undersigned acknowledges that the attorney-in-fact, in serving in such capacity at the request of the undersigned, are not assuming (nor is Spark Energy, Inc. assuming) any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act.
The undersigned agrees that the attorney-in-fact may rely entirely on information furnished orally or in writing by or at the direction of the undersigned to the attorney-in-fact.  The undersigned also agrees to indemnify and hold harmless Spark Energy, Inc. and the attorney-in-fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based upon any untrue statements or omissions of necessary facts in the information provided by or at the direction of the undersigned, or upon the lack of timeliness in the delivery of information by or at the direction of the undersigned, to the attorney-in fact for purposes of executing, acknowledging, delivering or filing a Form ID, Form 3, Form 4, Form 5, Form 144, Schedule 13D or Schedule 13G (including amendments thereto) and agrees to reimburse Spark Energy, Inc. and the attorney-in-fact on demand for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Form ID, Form 3, Form 4, Form 5, Form 144, Schedule 13D and Schedule 13G (including amendments thereto) with respect to the undersigned's holdings of and transactions in securities issued by Spark Energy, Inc., unless earlier revoked by the undersigned in a signed writing delivered to the attorney-in-fact.  This Power of Attorney does not revoke any other power of attorney that the undersigned has previously granted.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below.
Retailco Acquisition Co, LLC
/s/ TERRY D. JONES
Name: Terry D. Jones
Title: Executive Vice President and General Counsel

 2/10/2016

Date

1. Name and Address of Reporting Person ^* Maxwell W Keith III	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 _____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle) 12140 WICKCHESTER LANE, SUITE 100,	3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY) 12/31/2015
(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) ___ 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. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

*Table II - Derivative Securities Acquired, Disposed of, or 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 (MM/DD/YYYY)		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 at End of Issuer's Fiscal Year (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Subordinated Promissory Note		7/8/2015		P	1		⁽¹⁾	⁽¹⁾	Class B Common Stock/Spark HoldCo Units ⁽²⁾	1.0 ⁽¹⁾	⁽¹⁾	1	I	See footnote ⁽³⁾
Convertible Subordinated Promissory Note		7/31/2015		P	1		⁽⁴⁾	⁽⁴⁾	Class B Common Stock/Spark HoldCo Units ⁽²⁾		⁽⁴⁾	1	I	See footnote ⁽³⁾

Explanation of Responses:
(1)	On July 8, 2015, Spark Energy, Inc. (the "Company") and Spark HoldCo, LLC ("Spark HoldCo") jointly issued a 5% Subordinated Convertible Note in the aggregate principal amount of $2,075,000.00 to Retailco Acquisition Co., LLC ("RAC"). At any time following the date that is 18 months after issuance, the note is convertible at RAC's option into the Company's Class B common stock (the "Class B Common Stock"), par value $0.01 per share (and a related unit of Spark HoldCo (the "Spark HoldCo Units")) at a conversion price of $16.57 per share.
(2)	Subject to the terms of the Second Amended and Restated Limited Liability Company Agreement of Spark HoldCo, the Spark HoldCo Units, together with a corresponding number of shares of Class B Common Stock, may be exchanged, at any time and from time to time, for Class A Common Stock of the Company (or cash at the Company 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).
(3)	Each note is held directly by RAC. W. Keith Maxwell III, is the sole member of TxEx Energy Investments, LLC ("TxEx"), which is the sole member of RAC. Each of W. Keith Maxwell III and TxEx disclaim beneficial ownership of the notes and securities represented thereby to the extent of their pecuniary interest.
(4)	On July 31, 2015, the Company and Spark HoldCo jointly issued a 5% Subordinated Convertible Note in the aggregate principal amount of $5,000,000.00 to RAC. At any time following the date that is 18 months after issuance, the note is convertible at RAC's option into Class B Common Stock, together with a related Spark HoldCo Unit, at a conversion price of $14.00 per share.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Maxwell W Keith III 12140 WICKCHESTER LANE, SUITE 100 HOUSTON, TX 77079	X	X
TxEx Energy Investments, LLC 12140 WICKCHESTER LANE SUITE 100 HOUSTON, TX 77079		X
Retailco Acquisition Co, LLC 12140 WICKCHESTER LANE SUITE 100 HOUSTON, TX 77079				Affiliate

Signatures
/s/ W. Keith Maxwell III, by Gil Melman, Attorney-in-fact		2/10/2016
^** Signature of Reporting Person		Date
/s/ TxEx Investments, LLC, by Gil Melman, Attorney-in-fact		2/10/2016
^** Signature of Reporting Person		Date
/s/ Retailco Acquisition Co., LLC, By Gil Melman, Attorney-in-fact		2/10/2016
^** 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 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.