1. | Names Of Reporting Persons. W. Keith Maxwell III | |||||
2. | Check The Appropriate Box If a Member of a Group (See Instructions) (a) x (b) ¨ | |||||
3. | SEC Use Only | |||||
4. | Source of Funds (See Instructions) OO, PF (See Item 3) | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e) ¨ | |||||
6. | Citizenship or Place of Organization USA | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 172,161 | ||||
8. | Shared Voting Power 11,139,563* | |||||
9. | Sole Dispositive Power 172,161 | |||||
10. | Shared Dispositive Power 11,139,563* | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 11,311,724* | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | |||||
13. | Percent of Class Represented by Amount in Row (11) 67.6%** | |||||
14. | Type of Reporting Person (See Instructions) IN |
* | Calculated in the manner set forth in Item 5 as if the Class B Common Stock converted into Class A Common Stock. |
** | Based on 6,496,559 shares of Class A Common Stock and 10,224,742 shares of Class B Common Stock as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016 and filed with the Securities and Exchange Commission on November 10, 2016. |
1. | Names Of Reporting Persons. TxEx Energy Investments, LLC | |||||
2. | Check The Appropriate Box If a Member of a Group (See Instructions) (a) x (b) ¨ | |||||
3. | SEC Use Only | |||||
4. | Source of Funds (See Instructions) OO (See Item 3) | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e) ¨ | |||||
6. | Citizenship or Place of Organization Texas | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 | ||||
8. | Shared Voting Power 11,139,563* | |||||
9. | Sole Dispositive Power 0 | |||||
10. | Shared Dispositive Power 11,139,563* | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 11,139,563* | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | |||||
13. | Percent of Class Represented by Amount in Row (11) 66.6%** | |||||
14. | Type of Reporting Person (See Instructions) OO – Limited Liability Company |
* | Calculated in the manner set forth in Item 5 as if the Class B Common Stock converted into Class A Common Stock. |
** | Based on 6,496,559 shares of Class A Common Stock and 10,224,742 shares of Class B Common Stock as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016 and filed with the Securities and Exchange Commission on November 10, 2016. |
1. | Names Of Reporting Persons. Retailco, LLC | |||||
2. | Check The Appropriate Box If a Member of a Group (See Instructions) (a) x (b) ¨ | |||||
3. | SEC Use Only | |||||
4. | Source of Funds (See Instructions) OO (See Item 3) | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e) ¨ | |||||
6. | Citizenship or Place of Organization Texas | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 | ||||
8. | Shared Voting Power 10,484,242* | |||||
9. | Sole Dispositive Power 0 | |||||
10. | Shared Dispositive Power 10,484,242* | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 10,484,242* | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | |||||
13. | Percent of Class Represented by Amount in Row (11) 62.7%** | |||||
14. | Type of Reporting Person (See Instructions) OO – Limited Liability Company |
* | Calculated in the manner set forth in Item 5 as if the Class B Common Stock converted into Class A Common Stock. |
** | Based on 6,496,559 shares of Class A Common Stock and 10,224,742 shares of Class B Common Stock as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016 and filed with the Securities and Exchange Commission on November 10, 2016. |
1. | Names Of Reporting Persons. Electric Holdco, LLC | |||||
2. | Check The Appropriate Box If a Member of a Group (See Instructions) (a) x (b) ¨ | |||||
3. | SEC Use Only | |||||
4. | Source of Funds (See Instructions) OO (See Item 3) | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e) ¨ | |||||
6. | Citizenship or Place of Organization Texas | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 | ||||
8. | Shared Voting Power 137,500* | |||||
9. | Sole Dispositive Power 0 | |||||
10. | Shared Dispositive Power 137,500* | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 137,500* | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | |||||
13. | Percent of Class Represented by Amount in Row (11) ** | |||||
14. | Type of Reporting Person (See Instructions) OO – Limited Liability Company |
* | Calculated in the manner set forth in Item 5 as if the Class B Common Stock converted into Class A Common Stock. |
** | Less than 1%. |
1. | Names Of Reporting Persons. NuDevco Retail Holdings, LLC | |||||
2. | Check The Appropriate Box If a Member of a Group (See Instructions) (a) x (b) ¨ | |||||
3. | SEC Use Only | |||||
4. | Source of Funds (See Instructions) OO (See Item 3) | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e) ¨ | |||||
6. | Citizenship or Place of Organization Texas | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 | ||||
8. | Shared Voting Power 137,500* | |||||
9. | Sole Dispositive Power 0 | |||||
10. | Shared Dispositive Power 137,500* | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 137,500* | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | |||||
13. | Percent of Class Represented by Amount in Row (11) ** | |||||
14. | Type of Reporting Person (See Instructions) OO – Limited Liability Company |
* | Calculated in the manner set forth in Item 5 as if the Class B Common Stock converted into Class A Common Stock. |
** | Less than 1%. |
1. | Names Of Reporting Persons. NuDevco Retail, LLC | |||||
2. | Check The Appropriate Box If a Member of a Group (See Instructions) (a) x (b) ¨ | |||||
3. | SEC Use Only | |||||
4. | Source of Funds (See Instructions) OO (See Item 3) | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e) ¨ | |||||
6. | Citizenship or Place of Organization Texas | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 | ||||
8. | Shared Voting Power 137,500* | |||||
9. | Sole Dispositive Power 0 | |||||
10. | Shared Dispositive Power 137,500* | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 137,500* | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | |||||
13. | Percent of Class Represented by Amount in Row (11) ** | |||||
14. | Type of Reporting Person (See Instructions) OO – Limited Liability Company |
* | Calculated in the manner set forth in Item 5 as if the Class B Common Stock converted into Class A Common Stock. |
** | Less than 1%. |
1. | Names Of Reporting Persons. Retailco Acquisition Co, LLC | |||||
2. | Check The Appropriate Box If a Member of a Group (See Instructions) (a) x (b) ¨ | |||||
3. | SEC Use Only | |||||
4. | Source of Funds (See Instructions) OO (See Item 3) | |||||
5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or (e) ¨ | |||||
6. | Citizenship or Place of Organization Texas | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 | ||||
8. | Shared Voting Power 517,821* | |||||
9. | Sole Dispositive Power 0 | |||||
10. | Shared Dispositive Power 517,821* | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 517,821* | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | |||||
13. | Percent of Class Represented by Amount in Row (11) 3.1%** | |||||
14. | Type of Reporting Person (See Instructions) OO – Limited Liability Company |
* | Calculated in the manner set forth in Item 5 as if the Class B Common Stock converted into Class A Common Stock. |
** | Based on 6,496,559 shares of Class A Common Stock and 10,224,742 shares of Class B Common Stock as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016 and filed with the Securities and Exchange Commission on November 10, 2016. |
Item 2. | Identity and Background |
Item 5. | Interest in Securities of the Issuer |
• | On November 15, 2016, the Individual Filer directly purchased 2,900 shares of Class A Common Stock on the NASDAQ open market using personal funds at a weighted-average price of $26.99, in multiple transactions at prices ranging from $26.95 to $27.00, inclusive. |
• | On November 17, 2016, the Individual Filer directly purchased 14,661 shares of Class A Common Stock on the NASDAQ open market using personal funds at a weighted-average price of $26.69, in multiple transactions at prices ranging from $26.50 to $26.79, inclusive. |
• | On November 18, 2016, the Individual Filer directly purchased 650 shares of Class A Common Stock on the NASDAQ open market using personal funds at a weighted-average price of $26.698, in multiple transactions at prices ranging from $26.69 to $26.70, inclusive. |
• | On November 23, 2016, the Individual Filer directly purchased 10,800 shares of Class A Common on the NASDAQ open market using personal funds at a weighted-average price of $25.33, in multiple transactions at prices ranging from $25.24 to $25.40, inclusive. |
• | On December 1, 2016, the Individual Filer directly purchased 8,115 shares of Class A Common on the NASDAQ open market using personal funds at a weighted-average price of $25.05, in multiple transactions at prices ranging from $24.945 to $25.10, inclusive. |
Item 7. | Material to Be Filed as Exhibits |
Exhibit Number | Description of Exhibit | |
Exhibit 9 | Amended and Restated Joint Filing Agreement for Schedule 13D (filed as Exhibit 9 to the Reporting Person’s Amendment No. 3 to Schedule 13D on November 17, 2016 and incorporated herein by reference.) | |
/s/ W. Keith Maxwell III, by Gil Melman | ||
as attorney-in-fact | 12/5/2016 | |
/s/ TxEx Energy Investments, LLC, by Gil Melman | ||
as attorney-in-fact | 12/5/2016 | |
/s/ Retailco, LLC, by Gil Melman | ||
as attorney-in-fact | 12/5/2016 | |
/s/ Electric Holdco, LLC, by Gil Melman | ||
as attorney-in-fact | 12/5/2016 | |
/s/ NuDevco Retail Holdings, LLC, by Gil Melman | ||
as attorney-in-fact | 12/5/2016 | |
/s/ NuDevco Retail, LLC, by Gil Melman | ||
as attorney-in-fact | 12/5/2016 | |
/s/ Retailco Acquisition Co, by Gil Melman | ||
as attorney-in-fact | 12/5/2016 |
Entity Name and Principal Business | Present Principal Occupation or Employment | |
TxEx Energy Investments, LLC, a holding company (1) | President and Chief Executive Officer | |
Retailco, LLC, a holding company (1) | President and Chief Executive Officer | |
Electric Holdco, LLC, a holding company (1) | President and Chief Executive Officer | |
NuDevco Retail Holdings, LLC, a holding company (1) | Chief Executive Officer | |
NuDevco Retail, LLC, a holding company (1) | Chief Executive Officer | |
Retailco Acquisition Co, LLC, a holding company (1) | Chief Executive Officer | |
Spark Energy, Inc., a retail energy provider (1) | Chairman of the Board of Directors, Director |
(1) | The entity’s business address is 12140 Wickchester Ln., Ste 100, Houston, Texas 77079. |
Name | Present Principal Occupation or Employment | Business Address | Citizenship | |||
W. Keith Maxwell III | President and Chief Executive Officer | (1) | United States | |||
Todd Gibson | Executive Vice President and Chief Financial Officer | (1) | United States | |||
Terry D. Jones | Executive Vice President and General Counsel | (1) | United States |
Name | Present Principal Occupation or Employment | Business Address | Citizenship | |||
W. Keith Maxwell III | President and Chief Executive Officer | (1) | United States | |||
Todd Gibson | Executive Vice President and Chief Financial Officer | (1) | United States | |||
Terry D. Jones | Executive Vice President and General Counsel | (1) | United States |
Name | Present Principal Occupation or Employment | Business Address | Citizenship | |||
W. Keith Maxwell III | President and Chief Executive Officer | (1) | United States | |||
Todd Gibson | Executive Vice President and Chief Financial Officer | (1) | United States | |||
Terry D. Jones | Executive Vice President and General Counsel | (1) | United States |
Name | Present Principal Occupation or Employment | Business Address | Citizenship | |||
W. Keith Maxwell III | Chief Executive Officer | (1) | United States | |||
Todd Gibson | Executive Vice President and Chief Financial Officer | (1) | United States | |||
Terry D. Jones | Executive Vice President and General Counsel | (1) | United States |
Name | Present Principal Occupation or Employment | Business Address | Citizenship | |||
W. Keith Maxwell III | Chief Executive Officer | (1) | United States | |||
Todd Gibson | Executive Vice President and Chief Financial Officer | (1) | United States | |||
Terry D. Jones | Executive Vice President and General Counsel | (1) | United States |
Name | Present Principal Occupation or Employment | Business Address | Citizenship | |||
W. Keith Maxwell III | Chief Executive Officer | (1) | United States | |||
Todd Gibson | Executive Vice President and Chief Financial Officer | (1) | United States | |||
Terry D. Jones | Executive Vice President and General Counsel | (1) | United States |
(1) | 12140 Wickchester Ln., Ste 100, Houston, Texas 77079. |