SPAR Group, Inc. — Director's Dealing 2023

May 17, 2023

SEC Form 4/A — Form 4/A

Issuer: SPAR Group, Inc. (SGRP)
CIK: 0001004989
Period of Report: 2022-02-22

Reporting Person: Matacunas Mike R. (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-02-22	Common Stock, $.01 par value	M	15393	—	Acquired	15393	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-02-22	Restricted Stock Units, Based on Common Stock $.01 par value	$0	M	26315	Disposed		Common Stock, $.01 par value (26315)	Direct
2022-05-15	Restricted Stock Units, Based on Common Stock $.01 par value	$0	A	89286	Acquired		Common Stock, $.01 par value (89286)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option to Buy Common Stock, $.01 par value	$1.9000	2031-02-22	Common Stock, $.01 par value (630000)	630000	Direct

Footnotes

F1: On February 22, 2021, the Reporting Person received an inducement award approved by SPAR Group, Inc.'s (the Issuer) Board of Directors for Restricted Stock Units (RSUs) for $50,000 of shares of SGRP's Common Stock representing 26,315 shares of the Issuer's Common Stock based on the market price of $1.90 per share on February 22, 2021 (the RSU issuance date). Subject to certain conditions (including the Reporting Person's continued employment by the Issuer at such time), the RSUs were scheduled on February 22, 2022, to automatically vest and convert and become payable either (at the option of the Issuer) in cash or Common Stock issued directly from the Issuer, but no exercise price or other payment for such shares is required (other than applicable tax withholdings).

F2: On February 22, 2022, the RSUs automatically vested and converted and became payable either, at the option of SPAR Group, Inc. (the Issuer), in cash or Common Stock issued directly from the Issuer. On September 30, 2022, the Issuer elected to issue Common Stock in a letter to the Reporting Person, giving rise to the Reporting Person's right to receive such Common Stock but no exercise price or other payment for such shares was required (other than applicable tax withholdings). Although the Reporting Person was entitled to receive 26,315 shares of the Issuer's Common Stock upon such vesting, the Reporting Person elected to satisfy his tax withholding obligations by using a portion of those shares, and accordingly only the 15,393 shares of the Issuer's Common Stock were issued to the Reporting Person.

F3: Not applicable.

F4: On February 22, 2021, the Reporting Person received an inducement award approved by SPAR Group, Inc.'s (the Issuer) Board of Directors for Restricted Stock Units (RSUs) for $100,000 of shares of the Issuer's Common Stock issuable on May 15 of each year he remains employed by the Issuer, commencing in 2022. On May 15, 2022, the Reporting Person automatically received from the Issuer RSUs for 89,286 shares of the Issuer's Common Stock based on the market price of $1.12 per share on May 13, 2022 (the last trading day preceding the RSU issuance date). Subject to certain conditions (including the Reporting Person's continued employment by the Issuer at such time), the RSUs are scheduled on May 15, 2023, to automatically vest and convert and become payable either (at the option of the Issuer) in cash or Common Stock issued directly from the Issuer, but no exercise price or other payment for such shares is required (other than applicable tax withholdings).

F5: As previously reported in the Reporting Person's Form 3, on February 22, 2021, the Reporting Person received an inducement award approved by SPAR Group, Inc.'s (the Issuer) Board of Directors for options to purchase 630,000 shares of the Common Stock of the Issuer at an exercise price of $1.90 per share (which was the market price on February 22, 2021, the date of the options were issued). Subject to certain conditions (including the Reporting Person's continued employment by the Issuer at such time), the options were scheduled on February 22, 2022, to automatically vest. On February 22, 2022, the options automatically vested and became exercisable at the option of the Reporting Person, which requires notice and payment of $1.90 per share to the Issuer to effect such exercise (plus any applicable tax withholdings). The options automatically expire on February 22, 2031.