SEC Form 4 · accession 0001628280-16-010763
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
Feb 3, 2016
Accepted (ET)
Feb 4, 2016 · 4:35 pm 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,F2,F3 | Feb 3, 2016 | C | 1,000,000 | — | A | 1,000,000 | 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 UnitsF3,F1,F4 | — | Feb 3, 2016 | C | 1,000,000 | D | — | — | Class A Common Stock | — | 9,750,000 | I |
Explanation of responses
- F1Subject to the terms of the Second 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 Issuer or Spark HoldCo's election) at an exchange ration of one share of Class A Common Stock for each Spark HoldCo Unit (and corresponding share of Class B Common Stock).
- F2Held 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.
- F3On February 3, 2016, Retailco, LLC elected to convert 1,000,000 Spark HoldCo Units, together with a corresponding number of shares of Class B Common Stock, into 1,000,000 shares of Class A Common Stock.
- F49,612,500 shares are held directly by Retailco, LLC (see footnote 2 above) 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.