0001606268-17-000009 4 1 20170131 20170131 20170131 Spark Energy, Inc. 0001606268 4931 465453215 DE 1231 12140 WICKCHESTER LANE SUITE 100 HOUSTON TX 77079 (713) 600-2600 12140 WICKCHESTER LANE SUITE 100 HOUSTON TX 77079 TxEx Energy Investments, LLC 0001664236 TX 1231 4 34 001-36559 17560120 12140 WICKCHESTER LANE, SUITE 100 HOUSTON TX 77079 832-200-3792 12140 WICKCHESTER LANE, SUITE 100 HOUSTON TX 77079 Retailco, LLC 0001664233 TX 1231 4 34 001-36559 17560121 12140 WICKCHESTER LANE, SUITE 100 HOUSTON TX 77079 832-200-3792 12140 WICKCHESTER LANE, SUITE 100 HOUSTON TX 77079 Maxwell W Keith III 0001582187 4 34 001-36559 17560122 12140 WICKCHESTER LANE SUITE 100 HOUSTON TX 77079 4 1 wf-form4_148588393541142.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 Maxwell W Keith III Spark Energy, Inc. [ SPKE Issuer (Check all ] applicable) __X__ Director __X__ 10% Owner (Last) (First) (Middle) 3. Date of Earliest _____ Officer (give title 12140 WICKCHESTER LANE, SUITE Transaction (MM/DD/YYYY) below) _____ Other 100, 1/31/2017 (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) ___ 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 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. 5. Number of 6. Date Exercisable 7. Title and Amount of 8. Price 9. Number of 10. 11. Nature of Derivate Security Conversion Deemed Code Derivative and Expiration Date Securities Underlying of derivative Ownership Indirect (Instr. 3) or Execution (Instr. 8) Securities Acquired Derivative Security Derivative Securities Form of Beneficial Exercise Date, if (A) or Disposed of (Instr. 3 and 4) Security Beneficially Derivative Ownership (Instr. Price of any (D) (Instr. 5) Owned Security: 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 Convertible Common See Subordinated (1) 1/31/2017 C 1 (1) (1) Stock/Spark (1) (2) 0 I footnote (3) Promissory Note HoldCo Units Class B Common Class A See Stock/Spark (4) 1/31/2017 C 383090 (4) (4) Common 383090.0 (2) 10742563 I footnotes (5) HoldCo Units Stock Explanation of Responses: (1) On July 31, 2015, Spark Energy, Inc. (the "Company") and Spark HoldCo, LLC ("Spark HoldCo") jointly issued a 5% Subordinated Convertible Note (the "Note") in the aggregate principal amount of $5,000,000.00 to Retailco Acquisition Co., LLC ("RAC"). At any time following the date that is 18 months after issuance, the Note is convertible at RAC's option into the Company's Class B common stock (the "Class B Common Stock"), par value $0.01 per share (and a related unit of Spark HoldCo (the "Spark HoldCo Units")) at a conversion price of $14.00 per share. (2) On January 31, 2017, the balance of the Note was converted, pursuant to its terms, into 383,090 shares of Class B Common Stock and a corresponding number of Spark HoldCo Units. (3) Pursuant to the In-Kind Dividend and Contribution, Conveyance and Assumption Agreement dated January 4, 2017, RAC distributed the Note to TxEx Energy Investments, LLC ("TxEx"), and TxEx contributed the Note to Retailco, LLC ("Retailco") and, accordingly, the Note was held by Retailco prior to conversion. RAC and Retailco are wholly owned subsidiaries of TxEx, which is wholly owned by W. Keith Maxwell III. (4) Subject to the terms of the Second Amended and Restated Limited Liability Company Agreement of Spark HoldCo, 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 of the Company (or cash at the Company 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). (5) 10,605,063 shares are held directly by Retailco and 137,500 shares are held directly by NuDevco Retail, LLC. NuDevco Retail, LLC is a wholly owned subsidiary of NuDevco Retail Holdings, LLC, which is a wholly owned subsidiary of Electric Holdco, LLC, which is a wholly owned subsidiary of TxEx, which is wholly owned by W. Keith Maxwell III. Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Maxwell W Keith III 12140 WICKCHESTER LANE, SUITE 100 X X HOUSTON, TX 77079 Retailco, LLC 12140 WICKCHESTER LANE X SUITE 100 HOUSTON, TX 77079 TxEx Energy Investments, LLC 12140 WICKCHESTER LANE X SUITE 100 HOUSTON, TX 77079 Signatures /s/ W. Keith Maxwell III, by Gil Melman, Attorney-in-fact 1/31/2017 ** Signature of Reporting Person Date /s/ Retailco, LLC, by Gil Melman, Attorney-in-fact 1/31/2017 ** Signature of Reporting Person Date /s/ TxEx Energy Investments, LLC, by Gil Melman, Attorney-in-fact 1/31/2017 ** 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.