Title: Spark Energy, Inc. (Form: 4, Received: 05/21/2019 20:07:21)
Subject: EDGAR Online Pro
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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 ^*

Hartwick Kenneth Michael

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)

5/18/2019

(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 | 5/18/2019 | | M | | 4242   ^(1) | A | $0 | 47841 | 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) | 5/18/2019 | | M | | | 4242   ^(1) | ^(2) | ^(2) | Class A Common Stock | 4242.0 | $0 | 11084   ^(3) | D |
Restricted Stock Unit | ^(2) | 5/18/2019 | | D | | | 2284   ^(1) | ^(2) | ^(2) | Class A Common Stock | 2284.0 | $10.25 | 8800   ^(3) | D |

Explanation of Responses:
(1) | The shares of Class A Common Stock, par value $0.01 per share (the "Class A Common Stock"), reported represents shares issued as a result of vesting of 6,526 restricted stock units (the "Restricted Stock Units") on May 18, 2019. Of the 6,526 Restricted Stock Units, 4,242 Restricted Stock Units were settled in shares of Class A Common Stock and 2,284 Restricted Stock Units were cash settled based on the closing price on May 17, 2019.
(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 as the underlying Restricted Stock Unit.
(3) | Balance includes original grants of Restricted Stock Units and dividend equivalents issued in additional Restricted Stock Units.

Reporting Owners
Reporting Owner Name / Address | Relationships
| Director | 10% Owner | Officer | Other

Hartwick Kenneth Michael
12140 WICKCHESTER LANE SUITE 100
HOUSTON, TX 77079

X

Signatures |
/s/ Kenneth M. Hartwick, by C. Alexis Keene as Attorney-in-Fact | | 5/21/2019
** 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.