SPAR Group, Inc. — Director's Dealing 2024

Mar 6, 2024

SEC Form 4/A — Form 4/A

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	0	Acquired		Series B Preferred Stock, $.01 par value (0)	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: For purposes of clarity, this amended Form 4/A restates, in its entirety, the original Form 4, filed on February 7, 2023 to report transactions occurring on May 30, 2022. No change is being made to the information shown in this row.

F2: 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 (the "Change in Control Agreement").

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

F4: Robert G. Brown is a Manager of Innovative Global Technologies LLC.

F5: Series B Preferred Stock are automatically convertible into the Common Stock on a 1 for 1.5 basis upon vesting.

F6: 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.

F7: Not applicable.

F8: This Form 4, originally filed on February 7, 2023 to report transactions occurring on May 30, 2022, is amended to correct a mathematical error that understated the number of securities beneficially owned following the first reported transaction in Table II in Box 9 thereof by 52,975 shares. This error resulted in the number of securities reported as beneficially owned in subsequent Forms 4 being understated by the same number.

F9: 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 7, 2023 to report transactions occurring on May 30, 2022, which incorrectly reported an acquisition of 34,375 shares of Series B Preferred Stock.

F10: This Form 4, originally filed on February 7, 2023 to report transactions occurring on May 30, 2022, is amended to eliminate the acquisition 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 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 the accelerated vesting of the 34,375 shares as an acquisition. This error resulted in the number of securities reported as beneficially owned in subsequent Forms 4 being overstated by 34,375 shares.