0001606268-15-000015 4 1 20141215 20150114 20150114 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 Hartwick Kenneth Michael 0001489396 4 34 001-36559 15528156 200 CLARENDON STREET BOSTON MA 02116 4 1 wf-form4_142128161429744.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 Hartwick Kenneth Michael Spark Energy, Inc. [ SPKE Issuer (Check all ] applicable) __X__ Director _____ 10% Owner (Last) (First) (Middle) 3. Date of Earliest _____ Officer (give title 2105 CITYWEST BLVD., SUITE 100 Transaction (MM/DD/YYYY) below) _____ Other 12/15/2014 (specify below) (Street) 4. If Amendment, Date 6. Individual or HOUSTON, TX 77042 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. Conversion 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 or Exercise Deemed Code Derivative Securities and Expiration Date Securities Underlying of derivative Ownership of (Instr. 3) Price of Execution (Instr. 8) Acquired (A) or Derivative Security Derivative Securities Form of Indirect Derivative Date, if Disposed of (D) (Instr. 3 and 4) Security Beneficially Derivative Beneficial Security any (Instr. 3, 4 and 5) (Instr. 5) Owned Security: Ownership Following Direct (D) (Instr. 4) Reported or Transaction(s) Indirect (Instr. 4) (I) Date Expiration Amount or (Instr. 4) Exercisable Date Title Number of Code V (A) (D) Shares Restricted Stock Class A Unit (1) (2) 12/15/2014 A 64 (3) (2) (2) Common 64.0 $0 (3) 3814 (4) D Stock Explanation of Responses: (1) Each restricted stock unit ("RSU") represents a right to receive, upon vesting, one share of Class A Common Stock, par value $0.01 per share (the "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 2. (2) Each of these RSUs vests and pays out upon vesting and payout of the underlying award of RSUs to which the dividend equivalent payment relates. (3) These RSUs accrued on outstanding RSUs held by reporting person as a result of a dividend equivalent payment made to the holder when the Company paid its most recent quarterly dividend on the Class A Common Stock. (4) Balance includes original grants of RSUs and dividend equivalents issued in additional RSUs. Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hartwick Kenneth Michael 2105 CITYWEST BLVD., SUITE 100 X HOUSTON, TX 77042 Signatures /s/ Kenneth M. Hartwick, by Gil Melman as Attorney-in-Fact 1/12/2015 ** 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.