SPAR Group, Inc. — Director's Dealing 2023

Feb 7, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SPAR Group, Inc. (SGRP)
CIK: 0001004989
Period of Report: 2022-05-30

Reporting Person: BROWN ROBERT G/ (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-05-30	Common Stock, $.01 par value	M	77231	—	Acquired	2868849	Direct
2022-05-30	Common Stock, $.01 par value	M	820538	—	Acquired	1270538	Indirect
2022-05-30	Common Stock, $.01 par value	M	51563	—	Acquired	2920412	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-05-30	Series B Preferred Stock, $.01 par value	$	M	51487	Disposed		Series B Preferred Stock, $.01 par value (51487)	Direct
2022-05-30	Series B Preferred Stock, $.01 par value	$	M	547025	Disposed		Series B Preferred Stock, $.01 par value (547025)	Indirect
2022-05-30	Series B Preferred Stock, $.01 par value	$	M	34375	Acquired		Series B Preferred Stock, $.01 par value (34375)	Direct
2022-05-30	Series B Preferred Stock, $.01 par value	$	M	34375	Disposed		Series B Preferred Stock, $.01 par value (34375)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.01 par value	3000000	Indirect

Footnotes

F1: 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.

F2: 820,538 shares of Common Stock held by SPAR Business Services, Inc. (SBS) are beneficially owned by Robert G. Brown. See Footnote 3.

F3: Robert G. Brown is the controlling officer/director and a significant stockholder of SPAR Business Services, Inc. (SBS).

F4: 3,000,000 shares of Common Stock held by Innovative Global Technologies LLC are beneficially owned by Robert G. Brown. See Footnote 5.

F5: Robert G. Brown is a Manager of Innovative Global Technologies LLC.

F6: Series B Preferred Stock are automatically convertible into the Common Stock on a 1 for 1.5 basis upon vesting.

F7: 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.

F8: Not applicable.

F9: Transfer of Series B Preferred Stock from William H. Bartels to Robert G. Brown in accordance with the 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.

F10: 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.