Sec Form 4/A Filing - BARTELS WILLIAMS H @ SPAR Group, Inc. - 2022-05-30

FORM 4/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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1. Name and Address of Reporting Person BARTELS WILLIAMS H 2. Issuer Name and Ticker or Trading Symbol SPAR Group, Inc. [ SGRP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O SPAR GROUP, INC., 1910 OPDYKE COURT 3. Date of Earliest Transaction (MM/DD/YY) 05/30/2022 (Street) AUBURN HILLS, MI48326 4. If Amendment, Date Original Filed (MM/DD/YY) 02/03/2023 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, $.01 par value ( 1 ) 05/30/2022 M 25,670 A 4,952,754 D Common Stock, $.01 par value ( 1 ) 05/30/2022 M 75,000 A 150,000 ( 3 ) I By SPAR Administrative Services, Inc. (SAS) ( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series B Preferred Stock, $.01 par value ( 1 ) ( 5 ) 05/30/2022 M 17,113 ( 6 ) ( 7 ) Series B Preferred Stock, $.01 par value 17,113 $ 0 435,862 ( 2 ) D ( 5 ) Series B Preferred Stock, $.01 par value ( 1 ) ( 5 ) 05/30/2022 M 50,000 ( 6 ) ( 7 ) Series B Preferred Stock, $.01 par value 50,000 $ 0 0 I ( 5 ) By SPAR Administrative Services, Inc. (SAS) ( 4 ) Series B Preferred Stock, $.01 par value ( 5 ) 05/30/2022 M 0 ( 8 ) ( 9 ) ( 6 ) ( 7 ) Series B Preferred Stock, $.01 par value 0 $ 0 435,862 D ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BARTELS WILLIAMS H C/O SPAR GROUP, INC. 1910 OPDYKE COURT AUBURN HILLS, MI48326 X X Signatures /s/ William H. Bartels 02/29/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )For purposes of clarity, this amended Form 4/A restates, in its entirety, the original Form 4, filed on February 3, 2023 to report transactions occurring on May 30, 2022. No change is being made to the information shown in this row. ( 2 )Acquisition of Common Stock from SPAR Group, Inc. (the "Issuer"), as a result of the vesting and conversion of the convertible preferred shares received from the Issuer pursuant to Change in Control, Voting and Restricted Stock Agreement, by and among the Issuer, Robert G. Brown, William H. Bartels and others, as reported in the Issuer's Current Report on Form 8-K filed January 28, 2022. ( 3 )75,000 shares of Common Stock held by SPAR Administrative Services, Inc. (SAS) are beneficially owned by William H. Bartels. See Footnote 4. ( 4 )William H. Bartels is President and a 39% shareholder of SPAR Administrative Services, Inc. (SAS). ( 5 )Series B Preferred Stock are automatically convertible into the Common Stock on a 1 for 1.5 basis upon vesting. ( 6 )Vests according to schedule in Change in Control, Voting and Restricted Stock Agreement, by and among SPAR Group, Inc., Robert G. Brown, William H. Bartels and others, as reported in SPAR Group, Inc.'s Current Report on Form 8-K filed January 28, 2022. ( 7 )Not applicable. ( 8 )For purposes of clarity, the number of derivative securities acquired in Box 5 has been reduced to 0 to correct an error in the original Form 4, filed on February 3, 2023 to report transactions occurring on May 30, 2022, which incorrectly reported a disposition of 34,375 shares of Series B Preferred Stock. ( 9 )This Form 4, originally filed on February 3, 2023 to report transactions occurring on May 30, 2022, is amended to eliminate the disposition of 34,375 shares of Series B Preferred Stock that was incorrectly reported as the third reported transaction in Table II and to make a corresponding correction in the number of securities beneficially owned following the reported transactions in Box 9. The Issuer, Robert G. Brown ("Brown") and William H. Bartels ("Bartels") amended the original vesting schedule pursuant to the Change in Control Agreement, whereby Brown vested early in 34,375 shares, and such amount was subtracted from future vesting dates. Box 9 of line 3 of the original filing incorrectly reported Brown's accelerated vesting of the 34,375 shares as a disposition of Bartels' holdings. This error resulted in the number of securities reported as beneficially owned in subsequent Forms 4 being understated by 34,375 shares.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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