SEC Form 4 · accession 0001606268-16-000314
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
Aug 1, 2016
Accepted (ET)
Aug 3, 2016 · 1:53 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001606268
Table I — non-derivative securities
No Table I lines on this filing.
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 UnitsF2,F3,F1 | — | Aug 1, 2016 | A | 699,742 | A | — | — | Class A Common Stock | — | 8,224,742 | I |
Explanation of responses
- F1Subject to the terms of the Second Amended and Restated Limited Liability Company Agreement of Spark HoldCo, LLC ("Spark HoldCo"), the units of Spark HoldCo (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 for Class A common stock of the Issuer 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).
- F2Pursuant to the Amended and Restated Subscription Agreement, dated as of July 26, 2016, by and among the Issuer, Spark HoldCo and Retailco, LLC ("Retailco"), Retailco purchased 699,742 shares of the Issuer's Class B common stock (and a corresponding number of Spark HoldCo Units) for an aggregate purchase price of $13,994,840.
- F38,087,242 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 Energy Investments, LLC, which is wholly owned by W. Keith Maxwell III.