Via Renewables, Inc. — Director's Dealing 2016

Feb 10, 2016

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: Spark Energy, Inc. (SPKE)
CIK: 0001606268
Period of Report: 2015-12-31

Reporting Person: Maxwell W Keith III (Director, 10% Owner)
Reporting Person: TxEx Energy Investments, LLC (10% Owner)
Reporting Person: Retailco Acquisition Co, LLC (Affiliate)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-07-08	Convertible Subordinated Promissory Note	$	P	1	Acquired		Class B Common Stock/Spark HoldCo Units (1.0)	Indirect
2015-07-31	Convertible Subordinated Promissory Note	$	P	1	Acquired		Class B Common Stock/Spark HoldCo Units ()	Indirect

Footnotes

F1: On July 8, 2015, Spark Energy, Inc. (the "Company") and Spark HoldCo, LLC ("Spark HoldCo") jointly issued a 5% Subordinated Convertible Note in the aggregate principal amount of $2,075,000.00 to Retailco Acquisition Co., LLC ("RAC"). At any time following the date that is 18 months after issuance, the note is convertible at RAC's option into the Company's Class B common stock (the "Class B Common Stock"), par value $0.01 per share (and a related unit of Spark HoldCo (the "Spark HoldCo Units")) at a conversion price of $16.57 per share.

F2: Subject to the terms of the Second Amended and Restated Limited Liability Company Agreement of Spark HoldCo, the Spark HoldCo Units, together with a corresponding number of shares of Class B Common Stock, may be exchanged, at any time and from time to time, for Class A Common Stock of the Company (or cash at the Company or Spark HoldCo's election) 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).

F3: Each note is held directly by RAC. W. Keith Maxwell III, is the sole member of TxEx Energy Investments, LLC ("TxEx"), which is the sole member of RAC. Each of W. Keith Maxwell III and TxEx disclaim beneficial ownership of the notes and securities represented thereby to the extent of their pecuniary interest.

F4: On July 31, 2015, the Company and Spark HoldCo jointly issued a 5% Subordinated Convertible Note in the aggregate principal amount of $5,000,000.00 to RAC. At any time following the date that is 18 months after issuance, the note is convertible at RAC's option into Class B Common Stock, together with a related Spark HoldCo Unit, at a conversion price of $14.00 per share.