SEC Form 4 · accession 0001606268-16-000226
Spark Energy, Inc. · SPKE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
W Keith Maxwell III
Director · 10% Owner
Retailco, LLC
10% Owner
TxEx Energy Investments, LLC
10% Owner
Period of report
Mar 31, 2016
Accepted (ET)
Apr 6, 2016 · 6:23 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001606268
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2,F3 | Mar 31, 2016 | C | 1,725,000 | — | A | 2,296,264 | I | See footnote |
| Class A Common StockF4,F5,F3 | Apr 4, 2016 | S | 1,725,000 | $18.00 | D | 571,264 | I | See footnote |
| Class A Common Stock | holding | — | — | — | 92,850 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common Stock/Spark HoldCo UnitsF1,F2,F7 | — | Mar 31, 2016 | C | 1,725,000 | D | — | — | Class A Common Stock | 1,725,000 | 8,025,000 | I |
Explanation of responses
- F1In connection with the underwritten offering described in footnote 5, Retailco, LLC ("Retailco") elected to convert 1,725,000 units of Spark Holdco, LLC (the "Spark Holdco Units"), together with a corresponding number of shares of Class B Common Stock, into 1,725,000 shares of Class A Common Stock.
- F2Subject to the terms of the Second Amended and Restated Limited Liability Company Agreement of Spark Holdco, LLC, the Spark Holdco Units, together with a corresponding number of shares of Class B Common Stock of Spark Energy, Inc. (the "Issuer") may be exchanged, at any time and from time to time, for Class A Common Stock of the Issuer (or cash at the Issuer or Spark Holdco's election) at an exchange rate of one share of Class A Common Stock for each Spark Holdco Unit (and corresponding share of Class B Common Stock).
- F3Held directly by Retailco. Retailco is a wholly owned subsidiary of TxEx Investments, LLC ("TxEx"), which is wholly owned by W. Keith Maxwell III.
- F4The transactions reported in footnote 5 below are reported as of the closing date of the offering rather than the trade date or the date that Retailco was notified of the exercise of the over-allotment option, which may be considered the transaction dates pursuant to Section 16 reporting principles, to simply the presentation of the transactions reported herein. The earliest date of the transactions reported herein may be considered March 30, 2016, the trade date, and March 31, 2016, the date on which the underwriters exercised their over-allotment option.
- F5On March 30, 2016, the Issuer entered into an underwriting agreement by and among Retailco and FBR Capital Markets & Co., as representative of the several underwriters named therein, providing for the offer and sale by Retailco, and purchase by the underwriters, of 1,500,000 shares of Class A Common Stock, at a price to the public of $18.00 per share. On March 31, 2016, the underwriters notified Retailco of their election to exercise their over-allotment option in full, pursuant to the terms of the underwriting agreement, for 225,000 additional shares. The offering closed on April 4, 2016.
- F6The sale of Class A Common Stock reported herein by Retailco may be matchable under Section 16(b) of the Securities and Exchange Act of 1934, as amended, with the purchase by W. Keith Maxwell III, the indirect owner of Retailco, of shares of Class A Common Stock which occurred in the past six months. Prior to this sale, W. Keith Maxwell III has agreed to pay the Issuer the full amount of the profit realized in connection with the short-swing transaction as soon as practicable after information is available for the highest sales price and lowest purchase price during the six month period in which this transaction occurs.
- F77,887,500 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.