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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BELZER KORI

(Last)

(First)

(Middle)

C/O SPAR GROUP, INC.

1910 OPDYKE COURT

(Street)

AUBURN HILLS

48326

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SPAR Group, Inc. [ SGRP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Global Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $.01 par value	05/20/2024		M		13,227⁽¹⁾⁽²⁾	A	$2.17	25,921	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to buy Common Stock⁽¹⁾	$0.92	05/20/2024		M			6,250⁽²⁾	05/17/2021	05/18/2027	Common Stock, $.01 par value	6,250⁽²⁾	$0⁽³⁾	32,500⁽⁴⁾	D
Option to buy Common Stock⁽¹⁾	$1.23	05/20/2024		M			5,000⁽²⁾	05/03/2019	05/03/2028	Common Stock, $.01 par value	5,000⁽²⁾	$0⁽³⁾	27,500⁽⁴⁾	D
Option to buy Common Stock⁽¹⁾	$1.23	05/20/2024		M			5,000⁽²⁾	05/03/2020	05/03/2028	Common Stock, $.01 par value	5,000⁽²⁾	$0⁽³⁾	22,500⁽⁴⁾	D
Option to buy Common Stock⁽¹⁾	$1.23	05/20/2024		M			5,000⁽²⁾	05/03/2021	05/03/2028	Common Stock, $.01 par value	5,000⁽²⁾	$0⁽³⁾	17,500⁽⁴⁾	D
Option to buy Common Stock⁽¹⁾	$1.23	05/20/2024		M			5,000⁽²⁾	05/03/2022	05/03/2028	Common Stock, $.01 par value	5,000⁽²⁾	$0⁽³⁾	12,500⁽⁴⁾	D
Option to buy Common Stock⁽¹⁾	$0.64	05/20/2024		M			6,250⁽²⁾	04/05/2022	04/05/2029	Common Stock, $.01 par value	6,250⁽²⁾	$0⁽³⁾	6,250⁽⁴⁾	D
Option to buy Common Stock⁽¹⁾	$0.64	05/20/2024		M			6,250⁽²⁾	04/05/2023	04/05/2029	Common Stock, $.01 par value	6,250⁽²⁾	$0⁽³⁾	0⁽⁴⁾	D

Explanation of Responses:

1. Reporting Person received the options listed in Table II at various times, which were exercisable and would have expired at the dates specified in Table II and required the payment of the exercise price specified in Table II.

2. Reporting Person exercised options covering a total of 38,750 shares and received net shares of 13,227 after the cashless exercise of the options and applicable tax withholdings.

3. Not applicable.

4. This "Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)" applies only to the shares of the Issuer's Common Stock that the Reporting Person may acquire through her exercise of her remaining outstanding options. It does not include any remaining unvested 2021 RSU shares, which have been previously reported.

	/s/ Kori G. Belzer	06/07/2024
	** 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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