0001606268-16-000314 4 1 20160801 20160803 20160803 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 Retailco, LLC 0001664233 TX 1231 4 34 001-36559 161803290 12140 WICKCHESTER LANE, SUITE 100 HOUSTON TX 77079 832-200-3792 12140 WICKCHESTER LANE, SUITE 100 HOUSTON TX 77079 TxEx Energy Investments, LLC 0001664236 TX 1231 4 34 001-36559 161803291 12140 WICKCHESTER LANE, SUITE 100 HOUSTON TX 77079 832-200-3792 12140 WICKCHESTER LANE, SUITE 100 HOUSTON TX 77079 Maxwell W Keith III 0001582187 4 34 001-36559 161803292 12140 WICKCHESTER LANE SUITE 100 HOUSTON TX 77079 4 1 wf-form4_147024674321911.xml FORM 4 FORM 4 OMB APPROVAL [ ] 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 Maxwell W Keith III Spark Energy, Inc. [ SPKE Issuer (Check all ] applicable) __X__ Director __X__ 10% Owner (Last) (First) (Middle) 3. Date of Earliest _____ Officer (give title 12140 WICKCHESTER LANE, SUITE Transaction (MM/DD/YYYY) below) _____ Other 100, 8/1/2016 (specify below) (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) ___ 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 2. 2A. 3. Trans. 4. Securities 5. Amount of 6. Ownership 7. Nature of (Instr. 3) Trans. Deemed Code Acquired (A) or Securities Form: Direct Indirect Date Execution (Instr. 8) Disposed of (D) Beneficially (D) or Beneficial Date, if (Instr. 3, 4 and Owned Indirect (I) Ownership any 5) Following (Instr. 4) (Instr. 4) Reported Transaction(s) (Instr. 3 and 4) (A) or Code V Amount (D) Price Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of 2. 3. Trans. Date 3A. Deemed 4. Trans. 5. Number of Derivative 6. Date Exercisable 7. Title and Amount of 8. Price of 9. Number of 10. 11. Nature of Derivate Security Conversion Execution Code Securities Acquired (A) or and Expiration Date Securities Underlying Derivative derivative Ownership Indirect (Instr. 3) or Date, if (Instr. 8) Disposed of (D) Derivative Security Security Securities Form of Beneficial Exercise any (Instr. 3, 4 and 5) (Instr. 3 and 4) (Instr. 5) Beneficially Derivative Ownership (Instr. Price of Owned Security: 4) Derivative Following Direct (D) Security Reported or Transaction(s) Indirect Date Expiration Amount or (Instr. 4) (I) Exercisable Date Title Number of (Instr. 4) Code V (A) (D) Shares Class B Common Class A See Stock/Spark (1) 8/1/2016 A 699742 (2) (1) (1) Common (1) $20 (2) 8224742 I footnotes (3) HoldCo Units Stock Explanation of Responses: (1) Subject to the terms of the Second Amended and Restated Limited Liability Company Agreement of Spark HoldCo, LLC ("Spark HoldCo"), the units of Spark HoldCo (the "Spark Holdco Units"), together with a corresponding number of shares of Class B common stock of Spark Energy, Inc. (the "Issuer"), may be exchanged at any time for Class A common stock of the Issuer 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). (2) Pursuant to the Amended and Restated Subscription Agreement, dated as of July 26, 2016, by and among the Issuer, Spark HoldCo and Retailco, LLC ("Retailco"), Retailco purchased 699,742 shares of the Issuer's Class B common stock (and a corresponding number of Spark HoldCo Units) for an aggregate purchase price of $13,994,840. (3) 8,087,242 shares are held directly by Retailco and 137,500 shares are held directly by NuDevco Retail, LLC. NuDevco Retail, LLC is a wholly owned subsidiary of NuDevco Retail Holdings, LLC, which is a wholly owned subsidiary of Electric Holdco, LLC, which is a wholly owned subsidiary of TxEx Energy Investments, LLC, which is wholly owned by W. Keith Maxwell III. Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Maxwell W Keith III 12140 WICKCHESTER LANE, SUITE 100 X X HOUSTON, TX 77079 TxEx Energy Investments, LLC 12140 WICKCHESTER LANE X SUITE 100 HOUSTON, TX 77079 Retailco, LLC 12140 WICKCHESTER LANE X SUITE 100 HOUSTON, TX 77079 Signatures /s/ W. Keith Maxwell III, by Gil Melman, Attorney-in-fact 8/3/2016 ** Signature of Reporting Person Date /s/ TxEx Energy Investments, LLC, by Gil Melman, Attorney-in-fact 8/3/2016 ** Signature of Reporting Person Date /s/ Retailco, LLC, by Gil Melman, Attorney-in-fact 8/3/2016 ** 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.