Sec Form 4 Filing - Melman Gil @ Spark Energy, Inc. - 2019-01-01

FORM 4 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 Melman Gil 2. Issuer Name and Ticker or Trading Symbol Spark Energy, Inc. [ SPKE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former VP and General Counsel (Last) (First) (Middle) 12140 WICKCHESTER LANE SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 01/01/2019 (Street) HOUSTON, TX77079 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Class A Common Stock 01/01/2019 M 103,930 ( 1 ) A $ 0 ( 2 ) 105,030 D Class A Common Stock 01/01/2019 F 40,896 ( 3 ) D $ 7.43 ( 4 ) 64,134 D

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 Restricted Stock Unit ( 2 ) 01/01/2019 M 83,114 ( 5 ) ( 5 ) Class A Common Stock 83,114 $ 0 0 D Restricted Stock Unit ( 2 ) 01/01/2019 M 20,816 ( 6 ) ( 6 ) Class A Common Stock 20,816 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Melman Gil 12140 WICKCHESTER LANE SUITE 100 HOUSTON, TX77079 Former VP and General Counsel Signatures /s/ Gil Melman, by Nathan Kroeker as Attorney-in-Fact 01/03/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Issued as a result of accelerated vesting of 103,930 Restricted Stock Units ("RSUs") pursuant to the terms of that certain Transition and Resignation Agreement and Mutual Release of Claims, by and between the Reporting Person and the Issuer (the "Transition Agreement"). ( 2 )RSUs convert into Class A Common Stock, par value $0.01 per share (the "Class A Common Stock") on a one-to-one basis, cash, or a combination of both. ( 3 )Payment for tax liability through the withholding of shares of Class A Common Stock. ( 4 )Price is based on the closing price of Class A Common Stock on December 31, 2018, pursuant to the Spark Energy, Inc. Amended and Restated-Long Term Incentive Plan. ( 5 )These RSUs were scheduled to vest ratably over 4 years in May of each year following the grant. The vesting of these RSUs was accelerated pursuant to the Transition Agreement described in Footnote 1 above. ( 6 )These RSUs were scheduled to vest in full on May 18, 2019. The vesting of these RSUs was accelerated pursuant to the Transition Agreement described in Footnote 1 above.

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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