0001209191-16-092714.txt : 20160120
0001209191-16-092714.hdr.sgml : 20160120
20160120180626
ACCESSION NUMBER: 0001209191-16-092714
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20160111
FILED AS OF DATE: 20160120
DATE AS OF CHANGE: 20160120
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Spark Energy, Inc.
CENTRAL INDEX KEY: 0001606268
STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931]
IRS NUMBER: 465453215
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 2105 CITYWEST BLVD.
STREET 2: SUITE 100
CITY: HOUSTON
STATE: TX
ZIP: 77042
BUSINESS PHONE: (713) 600-2600
MAIL ADDRESS:
STREET 1: 2105 CITYWEST BLVD.
STREET 2: SUITE 100
CITY: HOUSTON
STATE: TX
ZIP: 77042
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Retailco, LLC
CENTRAL INDEX KEY: 0001664233
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36559
FILM NUMBER: 161352030
BUSINESS ADDRESS:
STREET 1: 12140 WICKCHESTER LANE, SUITE 100
CITY: HOUSTON
STATE: TX
ZIP: 77079
BUSINESS PHONE: 832-200-3792
MAIL ADDRESS:
STREET 1: 12140 WICKCHESTER LANE, SUITE 100
CITY: HOUSTON
STATE: TX
ZIP: 77079
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2016-01-11
0
0001606268
Spark Energy, Inc.
SPKE
0001664233
Retailco, LLC
12140 WICKCHESTER LANE
SUITE 100
HOUSTON
TX
77079
0
0
1
0
Class B Common Stock/Spark HoldCo Units
Class A Common Stock
10612500
I
See footnote
Subject 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 (the "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 ratio of one share of Class A Common Stock for each Spark HoldCo Unit (and corresponding share of Class B Common Stock).
The reporting person became the beneficial owner of the securities reported herein through a contribution by TxEx Energy Investments, LLC of 10,612,500 Spark HoldCo Units and 10,612,500 shares of Class B Common Stock pursuant to an internal reorganization. The reporting person is a wholly owned subsidiary of TxEx Energy Investments, LLC.
Exhibit List:
Exhibit 24 - Power of Attorneyy (CE)
/s/ Retailco, LLC, by Gil Melman, as Attorney-in-Fact
2016-01-20
EX-24.3_627117
2
poa.txt
POA DOCUMENT
EXHIBIT 24.1
POWER OF ATTORNEY
FOR EXECUTING FORM ID, FORMS 3, FORMS 4 AND FORMS 5,
FORM 144 AND SCHEDULE 13D AND SCHEDULE 13G
The undersigned hereby constitutes and appoints Nathan Kroeker, Georganne Hodges
and Gil Melman, or any one of them acting without the others, with full power of
substitution, as the undersigned's true and lawful attorney-in-fact to:
(1) Execute for and on behalf of the undersigned a Form ID (including amendments
thereto), or any other forms prescribed by the Securities and Exchange
Commission, that may be necessary to obtain codes and passwords enabling the
undersigned to make electronic filings with the Securities and Exchange
Commission of the forms referenced in clause (2) below;
(2) Execute for and on behalf of the undersigned any (a) Form 3, Form 4 and Form
5 (including amendments thereto) in accordance with Section 16(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), (b) Form 144
(including amendments thereto) and (c) Schedule 13D and Schedule 13G (including
amendments thereto) in accordance with Sections 13(d) and 13(g) of the Exchange
Act, but only to the extent each form or schedule relates to the undersigned's
beneficial ownership of securities of Spark Energy, Inc. or any of its
subsidiaries;
(3) Do and perform any and all acts for and on behalf of the undersigned that
may be necessary or desirable to complete and execute any Form ID, Form 3, Form
4, Form 5, Form 144, Schedule 13D or Schedule 13G (including amendments thereto)
and timely file the forms or schedules with the Securities and Exchange
Commission and any stock exchange or quotation system, self-regulatory
association or any other authority, and provide a copy as required by law or
advisable to such persons as the attorney-in-fact deems appropriate; and
(4) Take any other action in connection with the foregoing that, in the opinion
of the attorney-in-fact, may be of benefit to, in the best interest of or
legally required of the undersigned, it being understood that the documents
executed by the attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in the form and shall contain the terms and
conditions as the attorney-in-fact may approve in the attorney-in-fact's
discretion.
The undersigned hereby grants to the attorney-in-fact full power and authority
to do and perform all and every act requisite, necessary or proper to be done in
the exercise of any of the rights and powers granted herein, as fully to all
intents and purposes as the undersigned might or could do if personally present,
with full power of substitution or revocation, hereby ratifying and confirming
all that the attorney-in-fact shall lawfully do or cause to be done by virtue of
this Power of Attorney and the rights and powers granted herein. The
undersigned acknowledges that the attorney-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming (nor is Spark Energy, Inc.
assuming) any of the undersigned's responsibilities to comply with Section 16 of
the Exchange Act.
The undersigned agrees that the attorney-in-fact may rely entirely on
information furnished orally or in writing by or at the direction of the
undersigned to the attorney-in-fact. The undersigned also agrees to indemnify
and hold harmless Spark Energy, Inc. and the attorney-in-fact against any
losses, claims, damages or liabilities (or actions in these respects) that arise
out of or are based upon any untrue statements or omissions of necessary facts
in the information provided by or at the direction of the undersigned, or upon
the lack of timeliness in the delivery of information by or at the direction of
the undersigned, to the attorney-in fact for purposes of executing,
acknowledging, delivering or filing a Form ID, Form 3, Form 4, Form 5, Form 144,
Schedule 13D or Schedule 13G (including amendments thereto) and agrees to
reimburse Spark Energy, Inc. and the attorney-in-fact on demand for any legal or
other expenses reasonably incurred in connection with investigating or defending
against any such loss, claim, damage, liability or action.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Form ID, Form 3, Form 4, Form 5, Form
144, Schedule 13D and Schedule 13G (including amendments thereto) with respect
to the undersigned's holdings of and transactions in securities issued by Spark
Energy, Inc., unless earlier revoked by the undersigned in a signed writing
delivered to the attorney-in-fact. This Power of Attorney does not revoke any
other power of attorney that the undersigned has previously granted.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date written below.
Retailco, LLC
/s/ Terry D. Jones
Name: Terry D. Jones
Title: Executive Vice President and General Counsel
January 18, 2016
Date