SEC Form 4 · accession 0001606268-17-000004
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
Jan 8, 2017
Accepted (ET)
Jan 10, 2017 · 4:12 pm EST
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Convertible Subordinated Promissory NoteF2,F3,F1 | — | Jan 8, 2017 | C | 1 | D | — | — | Class B Common Stock/Spark HoldCo Units | — | 0 | I |
| Class B Common Stock/Spark HoldCo UnitsF2,F5,F4 | — | Jan 8, 2017 | C | 134,731 | A | — | — | Class A Common Stock | 134,731 | 10,359,473 | I |
Explanation of responses
- F1On July 8, 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 $2,075,000.00 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 $16.57 per share.
- F2On January 8, 2017, the balance of the Note was converted, pursuant to its terms, into 134,731 shares of Class B Common Stock and a corresponding number of Spark HoldCo Units.
- F3Pursuant 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.
- F4Subject 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).
- F510,221,973 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.