SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Melman Gil

(Last) (First) (Middle)
12140 WICKCHESTER LANE SUITE 100

(Street)
HOUSTON TX 77079

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Spark Energy, Inc. [ SPKE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
Former VP and General Counsel
3. Date of Earliest Transaction (Month/Day/Year)
01/01/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 01/01/2019 M 103,930(1) A $0(2) 105,030 D
Class A Common Stock 01/01/2019 F 40,896(3) D $7.43(4) 64,134 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit (2) 01/01/2019 M 83,114 (5) (5) Class A Common Stock 83,114 $0 0 D
Restricted Stock Unit (2) 01/01/2019 M 20,816 (6) (6) Class A Common Stock 20,816 $0 0 D
Explanation of Responses:
1. Issued as a result of accelerated vesting of 103,930 Restricted Stock Units ("RSUs") pursuant to the terms of that certain Transition and Resignation Agreement and Mutual Release of Claims, by and between the Reporting Person and the Issuer (the "Transition Agreement").
2. RSUs convert into Class A Common Stock, par value $0.01 per share (the "Class A Common Stock") on a one-to-one basis, cash, or a combination of both.
3. Payment for tax liability through the withholding of shares of Class A Common Stock.
4. Price is based on the closing price of Class A Common Stock on December 31, 2018, pursuant to the Spark Energy, Inc. Amended and Restated-Long Term Incentive Plan.
5. These RSUs were scheduled to vest ratably over 4 years in May of each year following the grant. The vesting of these RSUs was accelerated pursuant to the Transition Agreement described in Footnote 1 above.
6. These RSUs were scheduled to vest in full on May 18, 2019. The vesting of these RSUs was accelerated pursuant to the Transition Agreement described in Footnote 1 above.
Remarks:
/s/ Gil Melman, by Nathan Kroeker as Attorney-in-Fact 01/03/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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