Sec Form 4 Filing - Maxwell W Keith III @ Spark Energy, Inc. - 2016-06-08

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 Maxwell W Keith III 2. Issuer Name and Ticker or Trading Symbol Spark Energy, Inc. [ SPKE] 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) 12140 WICKCHESTER LANE, SUITE 100, 3. Date of Earliest Transaction (MM/DD/YY) 06/08/2016 (Street) HOUSTON, TX77079 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 92,850 D Class A Common Stock 06/08/2016 C 500,000 A 506,384 I ( 2 ) See footnotes Class A Common Stock 06/08/2016 S( 3 ) 9,384 D $ 32.1006 ( 4 ) 497,000 I ( 2 ) See footnotes Class A Common Stock 06/09/2016 S( 3 ) 87,300 D $ 34.0717 ( 5 ) 409,700 I ( 2 ) See footnotes

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 Class B Common Stock/Spark HoldCo Units ( 1 ) 06/08/2016 C 500,000 ( 6 ) ( 1 ) ( 1 ) Class A Common Stock ( 1 ) ( 1 ) 7,525,000 I ( 7 ) See footnotes

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Maxwell W Keith III 12140 WICKCHESTER LANE, SUITE 100 HOUSTON, TX77079 X X Retailco, LLC 12140 WICKCHESTER LANE SUITE 100 HOUSTON, TX77079 X TxEx Energy Investments, LLC 12140 WICKCHESTER LANE SUITE 100 HOUSTON, TX77079 X Signatures /s/ W. Keith Maxwell III,by Gil Melman, Attorney-in-fact 06/10/2016 Signature of Reporting Person Date /s/ Retailco, LLC, by Gil Melman, Attorney-in-fact 06/10/2016 Signature of Reporting Person Date /s/ TxEx Energy Investments, LLC, by Gil Melman, Attorney-in-fact 06/10/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Subject to the terms of the Second Amended and Restated Limited Liability Company Agreement of Spark HoldCo, LLC, the units of Spark HoldCo, LLC (the "Spark HoldCo Units"), together with a corresponding number of shares of Class B Common Stock of Spark Energy, Inc. ("the Issuer") may be exchanged at any time for Class A Common Stock of the Issuer 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). On June 8, 2016, Retailco, LLC elected to convert 500,000 Spark HoldCo Units, together with a corresponding number of shares of Class B Common Stock, into 500,000 shares of Class A Common Stock. ( 2 )Held directly by Retailco. Retailco is a wholly owned subsidiary of TxEx Energy Investments, LLC, which is wholly owned by W. Keith Maxwell. ( 3 )The sale of Class A Common Stock reported herein by Retailco, LLC ("Retailco") may be matchable under Section 16(b) of the Securities and Exchange Act of 1934, as amended, with the purchase by W. Keith Maxwell III, the indirect owner of Retailco, of shares of Class A Common Stock which occurred in the past six months. Prior to this sale, W. Keith Maxwell has agreed to pay Spark Energy, Inc. the full amount of the profit realized in connection with the short-swing transaction as soon as practicable after information is available for the highest sales price and lowest purchase price during the six month period in which this transaction occurs. ( 4 )The price reported in column 4 is a weighted average price. These shares were purchases in multiple transactions at prices ranging from $31.92 to $32.23, inclusive. The reporting person undertakes to provide to Spark Energy, Inc., any security holder of Spark Energy, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote. ( 5 )The price reported in column 4 is a weighted average price. These shares were purchases in multiple transactions at prices ranging from $33.505 to $35.145, inclusive. The reporting person undertakes to provide to Spark Energy, Inc., any security holder of Spark Energy, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote. ( 6 )On June 8, 2016, Retailco, LLC elected to convert 500,000 Spark HoldCo Units, together with a corresponding number of shares of Class B Common Stock, into 500,000 shares of Class A Common Stock. ( 7 )7,387,500 shares are held directly by Retailco, LLC (see footnote 2 above) 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.

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