0001606268-16-000257 4 1 20160518 20160520 20160520 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 Hodges Georganne 0001613695 4 34 001-36559 161666555 2105 CITYWEST BLVD. SUITE 100 HOUSTON TX 77042 4 1 wf-form4_146377632014664.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 Hodges Georganne Spark Energy, Inc. [ SPKE Issuer (Check all ] applicable) _____ Director _____ 10% Owner __X__ Officer (give title (Last) (First) (Middle) 3. Date of Earliest below) _____ Other 12140 WICKCHESTER LANE., SUITE Transaction (MM/DD/YYYY) (specify below) 100 5/18/2016 Vice President & CFO (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 5139 D Class A Common Stock 5/18/2016 M 2715 (1) A $0 7854 D Class A Common Stock 5/18/2016 F 745 (2) D $29.915 (3) 7109 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 Security Conversion Deemed Code Derivative and Expiration Date Securities Underlying of derivative Ownership of (Instr. 3) or Execution (Instr. 8) Securities Acquired Derivative Security Derivative Securities Form of Indirect Exercise Date, if (A) or Disposed of (Instr. 3 and 4) Security Beneficially Derivative Beneficial Price of any (D) (Instr. 5) Owned Security: Ownership Derivative (Instr. 3, 4 and 5) Following Direct (D) (Instr. 4) 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 Restricted Stock Class A Unit (1) 5/18/2016 M 2715 (1) (1) Common 2715.0 $0 22316 D Stock Restricted Stock Class A Unit (4) 5/18/2016 A 10000 (5) (5) Common 10000.0 (4) $0 32316 D Stock Explanation of Responses: (1) The shares of Class A Common Stock reported represent shares issued as a result of vesting of 2,715 Restricted Stock Units ("RSU") on May 18, 2016. (2) Payment for tax liability through the withholding of shares of Spark Energy, Inc. Class A Common Stock, par value $0.01 per share, vesting on May 18, 2016 in an amount equal to the requisite withholding obligation. (3) Vesting price is based on the closing price of common stock on May 18, 2016, pursuant to the Spark Energy, Inc. Long Term Incentive Plan. (4) Each RSU 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 RSU includes tandem dividend equivalents which will vest upon the same schedule referenced in footnote 5. (5) The RSUs will vest ratably over four years commencing May 18, 2017. Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hodges Georganne 12140 WICKCHESTER LANE., SUITE 100 Vice President & CFO HOUSTON, TX 77079 Signatures /s/ Georganne Hodges, by Gil Melman as Attorney-in-Fact 5/20/2016 ** 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.