0001606268-19-000001 4 1 20190101 20190103 20190103 Melman Gil 0001613697 4 34 001-36559 19505983 12140 WICKCHESTER LN SUITE 100 HOUSTON TX 77079 Spark Energy, Inc. 0001606268 4931 465453215 DE 1231 12140 WICKCHESTER LANE SUITE 100 HOUSTON TX 77079 (713) 600-2600 12140 WICKCHESTER LANE SUITE 100 HOUSTON TX 77079 4 1 wf-form4_154655102156854.xml FORM 4 FORM 4 OMB APPROVAL [X] Check this OMB Number: box if no longer UNITED STATES SECURITIES AND EXCHANGE COMMISSION 3235-0287 subject to Washington, D.C. 20549 Estimated Section 16. Form STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF average burden 4 or Form 5 SECURITIES hours per obligations may response... 0.5 continue. See Instruction 1(b). 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 2. Issuer Name and Ticker 5. Relationship of Person * or Trading Symbol Reporting Person(s) to Melman Gil Spark Energy, Inc. [ SPKE Issuer (Check all ] applicable) _____ Director _____ 10% Owner _____ Officer (give title (Last) (First) (Middle) 3. Date of Earliest below) __X__ Other 12140 WICKCHESTER LANE SUITE 100 Transaction (MM/DD/YYYY) (specify below) 1/1/2019 Former VP and General Counsel (Street) 4. If Amendment, Date 6. Individual or HOUSTON, TX 77079 Original Filed Joint/Group Filing (Check (City) (State) (Zip) (MM/DD/YYYY) 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 2. Trans. Date 2A. 3. Trans. 4. Securities Acquired (A) or Disposed 5. Amount of 6. Ownership 7. Nature of (Instr. 3) Deemed Code of (D) Securities Form: Direct (D) Indirect Execution (Instr. 8) (Instr. 3, 4 and 5) Beneficially or Indirect (I) Beneficial Date, if Owned Following (Instr. 4) Ownership (Instr. any Reported 4) Transaction(s) (A) (Instr. 3 and 4) or Code V Amount (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 2. 3. Trans. Date 3A. 4. Trans. 5. Number of 6. Date Exercisable 7. Title and Amount of 8. Price 9. Number of 10. 11. Nature Derivate Conversion Deemed Code Derivative and Expiration Date Securities Underlying of derivative Ownership of Security or Execution (Instr. 8) Securities Derivative Security Derivative Securities Form of Indirect (Instr. 3) Exercise Date, if Acquired (A) or (Instr. 3 and 4) Security Beneficially Derivative Beneficial Price of any Disposed of (D) (Instr. 5) Owned Security: Ownership Derivative (Instr. 3, 4 and Following Direct (D) (Instr. 4) Security 5) Reported or Transaction(s) Indirect Date Expiration Amount or (Instr. 4) (I) Exercisable Date Title Number of (Instr. 4) Code V (A) (D) Shares Restricted Stock Class A Unit (2) 1/1/2019 M 83114 (5) (5) Common 83114.0 $0 0 D Stock Restricted Stock Class A Unit (2) 1/1/2019 M 20816 (6) (6) Common 20816.0 $0 0 D Stock 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 Former VP and General 12140 WICKCHESTER LANE SUITE 100 Counsel HOUSTON, TX 77079 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.