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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Unit | (6) | 05/03/2018 | X | 373,000 | (7) | (7) | Class A Common Stock | 373,000 | $ 0 | 57,000 | I | See Footnote (4) | |||
Restricted Stock Unit | (6) | 06/29/2018 | E | V | 4,000 | (7) | (7) | Class A Common Stock | 4,000 | $ 0 | 53,000 | I | See Footnote (4) | ||
Restricted Stock Unit | (6) | 08/02/2018 | X | 51,000 | (7) | (7) | Class A Common Stock | 51,000 | $ 0 | 2,000 | I | See Footnote (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Maxwell W Keith III 12140 WICKCHESTER LANE, SUITE 100 HOUSTON, TX 77079 |
X | X | ||
TxEx Energy Investments, LLC 12140 WICKCHESTER LANE SUITE 100 HOUSTON, TX 77079 |
X | |||
Retailco, LLC 12140 WICKCHESTER LANE SUITE 100 HOUSTON, TX 77079 |
X |
/s/ W. Keith Maxwell III | 04/04/2019 | |
**Signature of Reporting Person | Date | |
/s/ W. Keith Maxwell III, Chief Executive Officer of TxEx Energy Investments, LLC | 04/04/2019 | |
**Signature of Reporting Person | Date | |
/s/ W. Keith Maxwell III, Chief Executive Officer of Retailco, LLC | 04/04/2019 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | The purchase of Class A common stock reported herein by the reporting person may be matchable under Section 16(b) of the Securities and Exchange Act of 1934, as amended. The reporting person has agreed to disgorge any short swing profits associated with such matching transactions. |
(2) | The price reported in Column 4, is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $11.50 to $11.5155, inclusive. The reporting person undertakes to provide to Spark Energy, Inc., any security holder of Spark Energy, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote. |
(3) | The number of shares of Class A common stock reported as holdings has been updated to reflect the unreported transaction, as well as other unreported transactions and amendments to existing Form 4s filed on or about the date hereof. |
(4) | Held directly by Retailco, LLC ("Retailco") at time of vesting and settlement. Retailco is a wholly-owned subsidiary of TxEx Energy Investments, LLC, which is wholly owned by W. Keith Maxwell III. On November 13, 2018, the Class A Common Stock, par value $0.01 per share (the "Class A Common Stock") held by Retailco became directly owned by W. Keith Maxwell III, representing a change in the beneficial ownership. In future filings, these shares will be shown as held directly by W. Keith Maxwell III. |
(5) | The price reported in Column 4, is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $8.275 to $8.3, inclusive. The reporting person undertakes to provide to Spark Energy, Inc., any security holder of Spark Energy, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote. |
(6) | On September 15, 2016, Retailco granted 430,000 restricted stock units ("RSUs") to employees of National Gas & Electric, LLC, a wholly owned subsidiary of Retailco. Each RSU represented an obligation of Retailco to deliver, and the recipient's right to receive, upon satisfaction of vesting conditions and without payment of consideration, one share of Class A Common Stock of Spark Energy, Inc., held by Retailco. The number of RSUs and shares of Class A Common Stock reported herein reflect a two-for-one stock split, which took effect on June 16, 2017. |
(7) | The RSUs vested over one, two or three-year periods depending on the recipient's underlying award agreement. The initial vesting of 373,000 RSUs occurred on August 1, 2017 and those vested RSUs were settled on May 3, 2018. On June 29, 2018, 4,000 RSUs were forfeited. On August 2, 2018, 51,000 RSUs vested and were settled. |