Spark Energy, Inc. (Form: 3, Received: 07/28/2014 19:42:04)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 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. Date of Event Requiring Statement (MM/DD/YYYY) 7/28/2014
3. Issuer Name and Ticker or Trading Symbol
Spark Energy, Inc. [SPKE]

(Last)        (First)        (Middle)
2105 CITYWEST BOULEVARD, SUITE 100
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__ X __ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)
HOUSTON, TX 77042

(City)              (State)              (Zip) 5. If Amendment, Date Original Filed (MM/DD/YYYY)

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 Beneficially Owned

1.Title of Security
(Instr. 4) 2. Amount of Securities Beneficially Owned
(Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Class A Common Stock 0 I See footnotes ⁽¹⁾ ⁽²⁾

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security
(Instr. 4) 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 6. Nature of Indirect Beneficial Ownership
(Instr. 5)

Date Exercisable Expiration Date Title Amount or Number of Shares

Class B Common Stock/Spark HoldCo Units ⁽³⁾ ⁽³⁾ Class A Common Stock 0 ⁽³⁾ ⁽³⁾ I See footnotes ⁽¹⁾ ⁽²⁾

Explanation of Responses:

(1) This Form 3 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") in connection with the effectiveness of the Issuer's Registration Statement on Form S-1 (Registration No. 333-196375) (the "Registration Statement"). Mr. Maxwell is the sole member of NuDevco Partners. NuDevco Partners is the sole member of NuDevco Holdings. NuDevco Retail Holdings is the sole member of NuDevco Retail. Following the completion of the offering, NuDevco Holdings will be the sole member of NuDevco Retail Holdings. (continued in footnote 3)

(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 and NuDevco Holdings may be deemed to indirectly own the securities of the Issuer directly held by NuDevco Retail Holdings and NuDevco Retail, but each disclaims beneficial ownership except to the extent of his or its pecuniary interest therein.

(3) Subject to the Terms of the Second Amended and Restated Limited Liability Company Agreement of Spark HoldCo, LLC to be adopted in connection with the closing of the Issuer's initial public offering, the units of Spark HoldCo, LLC (the "Spark HoldCo Units") (together with a corresponding number of shares of Class B Common Stock) may be exchanged, at any time and from time to time, for Class A Common Stock (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).

Remarks:
Exhibit List:
Exhibit 24 - Power of Attorney (CE)

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, by Gil Melman, as Attorney-in Fact 7/28/2014

^** Signature of Reporting Person Date

/s/ NuDevco Partners, LLC, by Terry D. Jones Executive Vice President and General Counsel 7/28/2014

^** Signature of Reporting Person Date

/s/ NuDevco Partners Holdings, LLC, by Terry D. Jones Executive Vice President and General Counsel 7/28/2014

^** Signature of Reporting Person Date

/s/ NuDevco Retail Holdings, LLC, by Gil Melman Vice President 7/28/2014

^** Signature of Reporting Person Date

/s/ NuDevco Retail, LLC, by Gil Melman Vice President 7/28/2014

^** 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 5(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.

Table I - Non-Derivative Securities Beneficially Owned
Class A Common Stock	0	I	See footnotes ⁽¹⁾ ⁽²⁾

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
Class B Common Stock/Spark HoldCo Units	⁽³⁾	⁽³⁾	Class A Common Stock	0 ⁽³⁾	⁽³⁾	I	See footnotes ⁽¹⁾ ⁽²⁾



                                POWER OF ATTORNEY
                   FOR EXECUTING FORMS 3, FORMS 4 AND FORMS 5,
                        FORM 144 AND SCHEDULE 13D AND 13G

The undersigned hereby constitutes and appoints Nathan Kroeker, Georganne Hodges
and Gil Melman, or any one of them acting without the others, with full power of
substitution, as the undersigned's true and lawful attorney-in-fact to:

        1.      Execute for and on behalf of the undersigned (a) any Form 3,
                Form 4 and Form 5 (including amendments thereto) in accordance
                with Section 16(a) of the Securities Exchange Act of 1934, as
                amended (the "Exchange Act"), (b) Form 144 and (c) Schedule 13D
                and Schedule 13G (including amendments thereto) in accordance
                with Sections 13(d) and 13(g) of the Exchange Act, but only to
                the extent each form or schedule relates to the undersigned's
                beneficial ownership of securities of Spark Energy, Inc. or any
                of its subsidiaries;

        2.      Do and perform any and all acts for and on behalf of the
                undersigned that may be necessary or desirable to complete and
                execute any Form 3, Form 4, Form 5, Form 144, Schedule 13D or
                Schedule 13G (including amendments thereto) and timely file the
                forms or schedules with the Securities and Exchange Commission
                and any stock exchange or quotation system, self-regulatory
                association or any other authority, and provide a copy as
                required by law or advisable to such persons as the
                attorney-in-fact deems appropriate; and

        3.      Take any other action in connection with the foregoing that, in
                the opinion of the attorney-in-fact, may be of benefit to, in
                the best interest of or legally required of the undersigned, it
                being understood that the documents executed by the
                attorney-in-fact on behalf of the undersigned pursuant to this
                Power of Attorney shall be in the form and shall contain the
                terms and conditions as the attorney-in-fact may approve in the
                attorney-in-fact's discretion.

The undersigned hereby grants to the attorney-in-fact full power and authority
to do and perform all and every act requisite, necessary or proper to be done in
the exercise of any of the rights and powers herein granted, as fully to all
intents and purposes as the undersigned might or could do if personally present,
with full power of substitution or revocation, hereby ratifying and confirming
all that the attorney-in-fact shall lawfully do or cause to be done by virtue of
this Power of Attorney and the rights and powers granted herein. The undersigned
acknowledges that the attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming (nor is Spark Energy, Inc.
assuming) any of the undersigned's responsibilities to comply with Section 16 of
the Exchange Act.

The undersigned agrees that the attorney-in-fact may rely entirely on
information furnished orally or in writing by or at the direction of the
undersigned to the attorney-in-fact. The undersigned also agrees to indemnify
and hold harmless Spark Energy, Inc. and the attorney-in-fact against any
losses, claims, damages or liabilities (or actions in these respects) that arise
out of or are based upon any untrue statements or omissions of necessary facts
in the information provided by or at the direction of the undersigned, or upon
the lack of timeliness in the delivery of information by or at the direction of
the undersigned, to the attorney-in fact for purposes of executing,
acknowledging, delivering or filing a Form 3, Form 4, Form 5, Form 144, Schedule
13D or Schedule 13G (including amendments thereto) and agrees to reimburse Spark
Energy, Inc. and the attorney-in-fact on demand for any legal or other expenses
reasonably incurred in connection with investigating or defending against any
such loss, claim, damage, liability or action.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Form 3, Form 4, Form 5, Form 144,
Schedule 13D and Schedule 13G (including amendments thereto) with respect to the
undersigned's holdings of and transactions in securities issued by Spark Energy,
Inc., unless earlier revoked by the undersigned in a signed writing delivered to
the attorney-in-fact. This Power of Attorney does not revoke any other power of
attorney that the undersigned has previously granted.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date written below.

/s/ W. Keith Maxwell III
------------------------------------------
Signature

W. Keith Maxwell III
------------------------------------------
Type or Print Name

7/9/14
------------------------------------------

Date

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	0	I	See footnotes ⁽¹⁾ ⁽²⁾

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock/Spark HoldCo Units	⁽³⁾	⁽³⁾	Class A Common Stock	0 ⁽³⁾	⁽³⁾	I	See footnotes ⁽¹⁾ ⁽²⁾

Explanation of Responses:
(1)	This Form 3 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") in connection with the effectiveness of the Issuer's Registration Statement on Form S-1 (Registration No. 333-196375) (the "Registration Statement"). Mr. Maxwell is the sole member of NuDevco Partners. NuDevco Partners is the sole member of NuDevco Holdings. NuDevco Retail Holdings is the sole member of NuDevco Retail. Following the completion of the offering, NuDevco Holdings will be the sole member of NuDevco Retail Holdings. (continued in footnote 3)
(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 and NuDevco Holdings may be deemed to indirectly own the securities of the Issuer directly held by NuDevco Retail Holdings and NuDevco Retail, but each disclaims beneficial ownership except to the extent of his or its pecuniary interest therein.
(3)	Subject to the Terms of the Second Amended and Restated Limited Liability Company Agreement of Spark HoldCo, LLC to be adopted in connection with the closing of the Issuer's initial public offering, the units of Spark HoldCo, LLC (the "Spark HoldCo Units") (together with a corresponding number of shares of Class B Common Stock) may be exchanged, at any time and from time to time, for Class A Common Stock (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).

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	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, by Gil Melman, as Attorney-in Fact		7/28/2014
^** Signature of Reporting Person		Date
/s/ NuDevco Partners, LLC, by Terry D. Jones Executive Vice President and General Counsel		7/28/2014
^** Signature of Reporting Person		Date
/s/ NuDevco Partners Holdings, LLC, by Terry D. Jones Executive Vice President and General Counsel		7/28/2014
^** Signature of Reporting Person		Date
/s/ NuDevco Retail Holdings, LLC, by Gil Melman Vice President		7/28/2014
^** Signature of Reporting Person		Date
/s/ NuDevco Retail, LLC, by Gil Melman Vice President		7/28/2014
^** 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 5(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.