Title: Spark Energy, Inc. (Form: 4/A, Received: 11/21/2014 11:28:35)
Subject: EDGAR Online Pro
Author: EDGAR Online HTML to RTF Converter. Version 3.0
Company: EDGAR Online, Inc.
Category: 001606268-14-000018.html
Document comments: Source: EDGAR Online, Inc. © Copyright 2017. All rights reserved.

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

OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5

| 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 ^*

Maxwell W Keith III

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                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)

(Last)          (First)          (Middle)

2105 CITYWEST BOULEVARD, SUITE 100

3. Date of Earliest Transaction (MM/DD/YYYY)

11/19/2014

(Street)

HOUSTON, TX 77042
(City)        (State)        (Zip)

4. If Amendment, Date Original Filed (MM/DD/YYYY)

11/21/2014

6. Individual or Joint/Group Filing (Check 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
(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 | 11/19/2014 | | P | | 1000 | A | $16.6299 | 2000 | D   ^(1) ^(2) ^(3) |
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 | | | |

Explanation of Responses:
(1) | This Form 4 is filed jointly by W. Keith Maxwell III, NuDevco Partners, LLC ("NuDevco Partners"), NuDevco Partners Holdings, LLC ("NuDevco Holdings"), NuDevco Retail, LLC ("NuDevco Retail") and NuDevco Retail Holdings, LLC ("NuDevco Retail Holdings"). Mr. Maxwell is the sole member of NuDevco Partners. NuDevco Partners is the sole member of NuDevco Holdings. NuDevco Holdings is the sole member of NuDevco Retail Holdings. NuDevco Retail Holdings is the sole member of NuDevco Retail. (Continued in footnote 2).
(2) | Accordingly, NuDevco Partners, NuDevco Holdings, NuDevco Retail Holdings and NuDevco Retail are direct and indirect wholly owned subsidiaries of Mr. Maxwell, and Mr. Maxwell, NuDevco Partners, NuDevco Holdings, NuDevco Retail Holdings and NuDevco Retail may be deemed to indirectly own the securities of the Issuer directly held by one or more of such other reporting persons, but each disclaims beneficial ownership except to the extent of his or its pecuniary interest therein.
(3) | Mr. Maxwell purchased the securities reported above directly.

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

Maxwell W Keith III
2105 CITYWEST BOULEVARD, SUITE 100
HOUSTON, TX 77042

X

X

NuDevco Partners, LLC 2105 CITYWEST BOULEVARD, SUITE 100 HOUSTON, TX 77042 | | X | |
NuDevco Partners Holdings, LLC 2105 CITYWEST BOULEVARD, SUITE 100 HOUSTON, TX 77042 | | X | |
NuDevco Retail Holdings,LLC 2105 CITYWEST BOULEVARD, SUITE 100 HOUSTON, TX 77042 | | X | |
NuDevco Retail, LLC 2105 CITYWEST BOULEVARD, SUITE 100 HOUSTON, TX 77042 | | X | |

Signatures |
/s/ W. Keith Maxwell III, /s/ NuDevco Partners, LLC /s/ NuDevco Partners Holdings, LLC, /s/ NuDevco Retail Holdings, LLC, /s/ NuDevco Retail, LLC, by Gil Melman, Attorney-in-fact | | 11/21/2014
** 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.