Title: Spark Energy, Inc. (Form: 4, Received: 05/21/2019 20:11:30)
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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 ^*

Kroeker Nathan

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
__ X __ Officer (give title below)      _____ Other (specify below)
President & CEO

(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 | | 31756 | A | $0 | 127205 | D |
Class A Common Stock | 5/18/2019 | | M | | 64545 | A | $0 | 191750 | D |
Class A Common Stock | 5/18/2019 | | F | | 37905   ^(1) | D | $10.25   ^(2) | 153845 | 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 | ^(3) | 5/18/2019 | | M | | | 31756 | ^(4) | ^(4) | Class A Common Stock | 31756.0 | $0 | 0 | D |
Restricted Stock Unit | ^(3) | 5/18/2019 | | M | | | 64545 | ^(5) | ^(5) | Class A Common Stock | 64545.0 | $0 | 174400 | D |
Restricted Stock Unit | ^(3) | 5/18/2019 | | A | | 180000 | | ^(6) | ^(6) | Class A Common Stock | 180000.0 | $0 | 264775 | D |

Explanation of Responses:
(1) | Payment of tax liability by delivery of Class A Common Stock (the "Common Stock") incident to vesting on May 18, 2019.
(2) | Vesting price is based on the closing price of Common Stock on May 17, 2019, pursuant to the Spark Energy, Inc. Amended and Restated Long Term Incentive Plan.
(3) | Each restricted stock unit ("RSU") represents a right to receive, upon vesting, one share of Class A Common Stock, par value $0.01 per share, of Spark Energy, Inc., cash, or a combination of both. Each RSU includes tandem dividend equivalents which will vest upon the same schedule and pays out upon vesting and payout of the underlying award of RSUs to which the dividend equivalent payment relates.
(4) | These RSU's vest in full on May 18, 2019.
(5) | These RSUs vest ratably over four years in May of each year.
(6) | These RSUs vest upon certain conditions in connection with a "Change in Control" of Spark Energy, Inc. as such term is defined in the Form of Notice of Grant of Restricted Stock Unit (Change in Control Restricted Stock Units), filed as Exhibit 10.5 to Spark Energy, Inc.'s Quarterly Report on Form 10-Q for quarter ended June 30, 2018.

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

Kroeker Nathan
12140 WICKCHESTER LANE SUITE 100
HOUSTON, TX 77079

X

President & CEO

Signatures |
/s/ Nathan Kroeker, 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.
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