0001209191-16-092713 4 1 20160111 20160120 20160120 Spark Energy, Inc. 0001606268 4931 465453215 DE 1231 2105 CITYWEST BLVD. SUITE 100 HOUSTON TX 77042 (713) 600-2600 2105 CITYWEST BLVD. SUITE 100 HOUSTON TX 77042 NuDevco Retail Holdings,LLC 0001613688 TX 1231 4 34 001-36559 161352028 2105 CITYWEST BLVD. SUITE 100 HOUSTON TX 77042 (832) 200-3792 2105 CITYWEST BLVD. SUITE 100 HOUSTON TX 77042 4 1 doc4.xml FORM 4 SUBMISSION 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 NuDevco Retail Holdings,LLC Spark Energy, Inc. [ SPKE Issuer (Check all ] applicable) _____ Director __X__ 10% Owner (Last) (First) (Middle) 3. Date of Earliest _____ Officer (give title 12140 WICKCHESTER LANE, SUITE 100 Transaction (MM/DD/YYYY) below) _____ Other 1/11/2016 (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) _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. 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. 4. Trans. Code 5. Number of 6. Date Exercisable 7. Title and Amount of 8. Price 9. Number of 10. 11. Nature of Derivate Security Conversion Deemed (Instr. 8) Derivative and Expiration Date Securities Underlying of derivative Ownership Indirect (Instr. 3) or Execution Securities Acquired Derivative Security Derivative Securities Form of Beneficial Exercise Date, if (A) or Disposed of (Instr. 3 and 4) Security Beneficially Derivative Ownership Price of any (D) (Instr. 5) Owned Security: (Instr. 4) Derivative (Instr. 3, 4 and 5) 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 HoldCo (1) 1/11/2016 J (2) 10612500 (1) (1) Common (1) $0.00 137500 I footnote (3) Units Stock Explanation of Responses: (1) Subject to the terms of the Second Amended and Restated Limited Liability Company Agreement of Spark HoldCo, LLC, the units of Spark HoldCo, LLC (the "Spark HoldCo Units"), together with a corresponding number of shares of Class B Common Stock (the "Class B Common Stock") of Spark Energy, Inc. (the "Issuer") may be exchanged, at any time and from time to time, for Class A Common Stock of the Issuer (or cash at the Issuer or Spark HoldCo's election) 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) These securities were distributed to Electric Holdco, LLC pursuant to an internal reorganization. The reporting person is a wholly owned subsidiary of Electric Holdco, LLC. (3) These securities are held by NuDevco Retail, LLC, the reporting person's wholly owned subsidiary. NuDevco Retail, LLC directly owns 137,500 Spark HoldCo Units and 137,500 shares of Class B Common Stock. Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other NuDevco Retail Holdings,LLC 12140 WICKCHESTER LANE X SUITE 100 HOUSTON, TX 77079 Signatures /s/ NuDevco Retail Holdings, LLC, by Gil Melman as Attorney-in-Fact 1/20/2016 ** 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.