SEC Form 4 · accession 0001606268-18-000111
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
Nov 6, 2018
Accepted (ET)
Nov 9, 2018 · 9:37 am EST
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 | Nov 6, 2018 | P | 38,993 | $8.48 | A | 1,225,831 | D | |
| Class A Common StockF2 | Nov 7, 2018 | P | 58,387 | $9.17 | A | 1,284,218 | D | |
| Class A Common StockF3,F4 | Nov 8, 2018 | C | 685,126 | $0.00 | A | 1,328,008 | I | See footnotes |
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 UnitsF5,F6,F3 | — | Nov 8, 2018 | C | 685,126 | D | — | — | Class A Common Stock | 685,126 | 20,800,000 | I |
Explanation of responses
- F1The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $8.45 to $8.52, 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.
- F2The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $8.85 to $9.49, 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.
- F3Subject to terms of the Third Amended and Restated Limited Liability Company Agreement of Spark HoldCo, LLC, the units 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 Issurer 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).
- F4Held directly by Retailco, LLC ("Retailco"). Retailco is a wholly-owned subsidiary of TxEx Energy Investments, LLC ("TxEx"). which is wholly owned by W. Keith Maxwell III.
- F5On November 8, 2018, Retailco elected to convert 685,126 Spark HoldCo Units, together with a corresponding number of shares of Class B Common Stock, into 685,126 shares of Class A Common Stock.
- F620,525,000 shares are held directly by Retailco (see footnote 4 above) and 275,000 shares are held directly by NuDevco Retail, LLC. NuDevco Retail, LLC is a wholly-owned subsidiary of NuDevco Retail Holdings, 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.