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 2,331,728 | ||||
8. | Shared Voting Power 20,800,000* | |||||
9. | Sole Dispositive Power 2,331,728 | |||||
10. | Shared Dispositive Power 20,800,000* | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 23,131,728* | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | |||||
13. | Percent of Class Represented by Amount in Row (11) 66.2%* | |||||
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. |
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 20,800,000* | |||||
9. | Sole Dispositive Power 0 | |||||
10. | Shared Dispositive Power 20,800,000* | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 20,800,000* | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | |||||
13. | Percent of Class Represented by Amount in Row (11) 59.5%* | |||||
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. |
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 20,525,000* | |||||
9. | Sole Dispositive Power 0 | |||||
10. | Shared Dispositive Power 20,525,000* | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 20,525,000* | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | |||||
13. | Percent of Class Represented by Amount in Row (11) 58.7%* | |||||
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. |
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 275,000* | |||||
9. | Sole Dispositive Power 0 | |||||
10. | Shared Dispositive Power 275,000* | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 275,000* | |||||
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 275,000* | |||||
9. | Sole Dispositive Power 0 | |||||
10. | Shared Dispositive Power 275,000* | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 275,000* | |||||
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 275,000* | |||||
9. | Sole Dispositive Power 0 | |||||
10. | Shared Dispositive Power 275,000* | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 275,000* | |||||
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%. |
Item 1. | Security and Issuer |
Item 2. | Identity and Background |
Item 3. | Source and Amount of Funds or Other Consideration |
Item 4. | Purpose of Transaction |
Item 5. | Interest in Securities of the Issuer |
Item 7. | Material to Be Filed as Exhibits |
Exhibit Number | Description of Exhibit | |
Exhibit 19 | ||
Exhibit 20 | ||
/s/ W. Keith Maxwell III, by C. Alexis Keene | ||
as attorney-in-fact | 4/4/2019 | |
/s/ TxEx Energy Investments, LLC, by C. Alexis Keene | ||
as attorney-in-fact | 4/4/2019 | |
/s/ Retailco, LLC, by C. Alexis Keene | ||
as attorney-in-fact | 4/4/2019 | |
/s/ Electric Holdco, LLC, by C. Alexis Keene | ||
as attorney-in-fact | 4/4/2019 | |
/s/ NuDevco Retail Holdings, LLC, by C. Alexis Keene | ||
as attorney-in-fact | 4/4/2019 | |
/s/ NuDevco Retail, LLC, by C. Alexis Keene | ||
as attorney-in-fact | 4/4/2019 |
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 | |
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 | |||
Gary Lancaster | 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 | |||
Gary Lancaster | 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 | |||
Gary Lancaster | 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 | |||
Gary Lancaster | 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 | |||
Gary Lancaster | Executive Vice President and General Counsel | (1) | United States |
(1) | 12140 Wickchester Ln., Ste 100, Houston, Texas 77079. |
(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. |
(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. |
(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. |
(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. |
(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. |
(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. |