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
                                                                                  
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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)

8/1/2014
(Street)

HOUSTON, TX 77042
(City)        (State)        (Zip)
4. 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 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

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
Class B Common Stock/Spark HoldCo Units     (4) 8/1/2014     A      10750000         (4)   (4) Class A Common Stock   (4)   (4) $0.00   10750000   (3) I   See footnotes   (1) (2)

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 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)  In connection with the closing of the Issuer's initial public offering on August 1, 2014, NuDevco Retail Holdings and NuDevco Retail collectively acquired 10,750,00 units of Spark HoldCo, LLC (the "Spark HoldCo Units") and 10,750,000 shares of Class B Common Stock of Spark Energy, Inc. (the "Class B Common Stock"). NuDevco Retail Holdings directly owns 10,612,500 Spark HoldCo Units and 10,612,500 shares of Class B Common Stock. NuDevco Retail directly owns 137,500 Spark HoldCo Units and 137,500 shares of Class B Common Stock.
(4)  Subject to the terms of the Second Amended and Restated Limited Liability Company Agreement of Spark HoldCo, LLC, dated August 1, 2014, 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
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, by Gil Melman, as Attorney-in-Fact 8/5/2014
** Signature of Reporting Person Date

/s/ NuDevco Partners, LLC, by Terry D. Jones Executive Vice President and General Counsel 8/5/2014
** Signature of Reporting Person Date

/s/ NuDevco Partners Holdings, LLC, by Terry D. Jones Executive Vice President and General Counsel 8/5/2014
** Signature of Reporting Person Date

/s/ NuDevco Retail Holdings, LLC, by Gil Melman Vice President 8/5/2014
** Signature of Reporting Person Date

/s/ NuDevco Retail, LLC, by Gil Melman Vice President 8/5/2014
** 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).
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