0001606268-16-000280.txt : 20160610
0001606268-16-000280.hdr.sgml : 20160610
20160610174405
ACCESSION NUMBER: 0001606268-16-000280
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160608
FILED AS OF DATE: 20160610
DATE AS OF CHANGE: 20160610
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: 12140 WICKCHESTER LANE
STREET 2: SUITE 100
CITY: HOUSTON
STATE: TX
ZIP: 77079
BUSINESS PHONE: (713) 600-2600
MAIL ADDRESS:
STREET 1: 12140 WICKCHESTER LANE
STREET 2: SUITE 100
CITY: HOUSTON
STATE: TX
ZIP: 77079
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TxEx Energy Investments, LLC
CENTRAL INDEX KEY: 0001664236
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36559
FILM NUMBER: 161709428
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
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36559
FILM NUMBER: 161709429
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
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Maxwell W Keith III
CENTRAL INDEX KEY: 0001582187
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36559
FILM NUMBER: 161709430
MAIL ADDRESS:
STREET 1: 12140 WICKCHESTER LANE
STREET 2: SUITE 100
CITY: HOUSTON
STATE: TX
ZIP: 77079
4
1
wf-form4_146559503220743.xml
FORM 4
X0306
4
2016-06-08
0
0001606268
Spark Energy, Inc.
SPKE
0001582187
Maxwell W Keith III
12140 WICKCHESTER LANE, SUITE 100
HOUSTON
TX
77079
1
0
1
0
0001664233
Retailco, LLC
12140 WICKCHESTER LANE
SUITE 100
HOUSTON
TX
77079
0
0
1
0
0001664236
TxEx Energy Investments, LLC
12140 WICKCHESTER LANE
SUITE 100
HOUSTON
TX
77079
0
0
1
0
Class A Common Stock
92850
D
Class A Common Stock
2016-06-08
4
C
0
500000
A
506384
I
See footnotes
Class A Common Stock
2016-06-08
4
S
0
9384
32.1006
D
497000
I
See footnotes
Class A Common Stock
2016-06-09
4
S
0
87300
34.0717
D
409700
I
See footnotes
Class B Common Stock/Spark HoldCo Units
2016-06-08
4
C
0
500000
D
Class A Common Stock
7525000
I
See footnotes
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 of Spark Energy, Inc. ("the Issuer") may be exchanged at any time for Class A Common Stock of the Issuer 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). On June 8, 2016, Retailco, LLC elected to convert 500,000 Spark HoldCo Units, together with a corresponding number of shares of Class B Common Stock, into 500,000 shares of Class A Common Stock.
Held directly by Retailco. Retailco is a wholly owned subsidiary of TxEx Energy Investments, LLC, which is wholly owned by W. Keith Maxwell.
The sale of Class A Common Stock reported herein by Retailco, LLC ("Retailco") may be matchable under Section 16(b) of the Securities and Exchange Act of 1934, as amended, with the purchase by W. Keith Maxwell III, the indirect owner of Retailco, of shares of Class A Common Stock which occurred in the past six months. Prior to this sale, W. Keith Maxwell has agreed to pay Spark Energy, Inc. the full amount of the profit realized in connection with the short-swing transaction as soon as practicable after information is available for the highest sales price and lowest purchase price during the six month period in which this transaction occurs.
The price reported in column 4 is a weighted average price. These shares were purchases in multiple transactions at prices ranging from $31.92 to $32.23, 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.
The price reported in column 4 is a weighted average price. These shares were purchases in multiple transactions at prices ranging from $33.505 to $35.145, 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.
On June 8, 2016, Retailco, LLC elected to convert 500,000 Spark HoldCo Units, together with a corresponding number of shares of Class B Common Stock, into 500,000 shares of Class A Common Stock.
7,387,500 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.
/s/ W. Keith Maxwell III,
by Gil Melman, Attorney-in-fact
2016-06-10
/s/ Retailco, LLC, by Gil Melman, Attorney-in-fact
2016-06-10
/s/ TxEx Energy Investments, LLC, by Gil Melman, Attorney-in-fact
2016-06-10