SEC Form 4 · accession 0001606268-16-000328
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 23, 2016
Accepted (ET)
Aug 24, 2016 · 5:23 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 23, 2016 | A | 2,000,000 | A | — | — | Class A Common Stock | — | 10,224,742 | 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).
- F2Under the Membership Interest Purchase Agreement dated May 3, 2016 between National Gas & Electric, LLC, Retailco, LLC ("Retailco"), Spark Holdco, and the Issuer, the Issuer and Spark HoldCo issued 2,000,000 shares of Class B common stock, together with a corresponding number of Spark HoldCo Units, to Retailco as transaction consideration.
- F310,087,242 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, which is wholly owned by W. Keith Maxwell III.