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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Convertible Subordinated Promissory Note | (1) | 01/08/2017 | C | 1 | (1) | (1) | Class B Common Stock/Spark HoldCo Units | (1) | (2) | 0 | I | See footnote (3) | |||
Class B Common Stock/Spark HoldCo Units | (4) | 01/08/2017 | C | 134,731 | (4) | (4) | Class A Common Stock | 134,731 | (2) | 10,359,473 | I | See footnotes (5) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Maxwell W Keith III 12140 WICKCHESTER LANE, SUITE 100 HOUSTON, TX 77079 |
X | X | ||
Retailco, LLC 12140 WICKCHESTER LANE SUITE 100 HOUSTON, TX 77079 |
X | |||
TxEx Energy Investments, LLC 12140 WICKCHESTER LANE SUITE 100 HOUSTON, TX 77079 |
X |
/s/ Retailco, LLC, by Gil Melman, Attorney-in-fact | 01/10/2017 | |
**Signature of Reporting Person | Date | |
/s/ TxEx Energy Investments, LLC, by Gil Melman, Attorney-in-fact | 01/10/2017 | |
**Signature of Reporting Person | Date | |
/s/ W. Keith Maxwell III, by Gil Melman, Attorney-in-fact | 01/10/2017 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | On July 8, 2015, Spark Energy, Inc. (the "Company") and Spark HoldCo, LLC ('Spark HoldCo") jointly issued a 5% Subordinated Convertible Note (the "Note") in the aggregate principal amount of $2,075,000.00 to Retailco Acquisition Co., LLC ("RAC"). At any time following the date that is 18 months after issuance, the Note is convertible at RAC's option into the Company's Class B common stock (the "Class B Common Stock"), par value $0.01 per share (and a related unit of Spark HoldCo (the "Spark HoldCo Units")) at a conversion price of $16.57 per share. |
(2) | On January 8, 2017, the balance of the Note was converted, pursuant to its terms, into 134,731 shares of Class B Common Stock and a corresponding number of Spark HoldCo Units. |
(3) | Pursuant to the In-Kind Dividend and Contribution, Conveyance and Assumption Agreement dated January 4, 2017, RAC distributed the Note to TxEx Energy Investments, LLC ("TxEx"), and TxEx contributed the Note to Retailco, LLC ("Retailco") and, accordingly, the Note was held by Retailco prior to conversion. RAC and Retailco are wholly owned subsidiaries of TxEx, which is wholly owned by W. Keith Maxwell III. |
(4) | Subject to the terms of the Second Amended and Restated Limited Liability Company Agreement of Spark HoldCo, the Spark HoldCo Units, together with a corresponding number of shares of Class B Common Stock, may be exchanged, at any time and from time to time, for Class A Common Stock of the Company (or cash at the Company 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). |
(5) | 10,221,973 shares are held directly by Retailco 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. |