Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
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 (Month/Day/Year)
01/31/2017
(Street)

HOUSTON, TX 77079		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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

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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)		 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
Convertible Subordinated Promissory Note (1) 01/31/2017   C     1   (1)   (1) Class B Common Stock/Spark HoldCo Units (1) (2) 0 I See footnote (3)
Class B Common Stock/Spark HoldCo Units (4) 01/31/2017   C   383,090     (4)   (4) Class A Common Stock 383,090 (2) 10,742,563 I See footnotes (5)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Maxwell W Keith III
12140 WICKCHESTER LANE, SUITE 100
HOUSTON, TX 77079		   X   X    
Retailco, LLC
12140 WICKCHESTER LANE
SUITE 100
HOUSTON, TX 77079		     X    
TxEx Energy Investments, LLC
12140 WICKCHESTER LANE
SUITE 100
HOUSTON, TX 77079		     X    

Signatures

 /s/ W. Keith Maxwell III, by Gil Melman, Attorney-in-fact   01/31/2017
**Signature of Reporting Person Date
 /s/ Retailco, LLC, by Gil Melman, Attorney-in-fact   01/31/2017
**Signature of Reporting Person Date
 /s/ TxEx Energy Investments, LLC, by Gil Melman, Attorney-in-fact   01/31/2017
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On July 31, 2015, Spark Energy, Inc. (the "Company") and Spark HoldCo, LLC ("Spark HoldCo") jointly issued a 5% Subordinated Convertible Note (the "Note") in the aggregate principal amount of $5,000,000.00 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 $14.00 per share.
(2) On January 31, 2017, the balance of the Note was converted, pursuant to its terms, into 383,090 shares of Class B Common Stock and a corresponding number of Spark HoldCo Units.
(3) Pursuant to the In-Kind Dividend and Contribution, Conveyance and Assumption Agreement dated January 4, 2017, RAC distributed the Note to TxEx Energy Investments, LLC ("TxEx"), and TxEx contributed the Note to Retailco, LLC ("Retailco") and, accordingly, the Note was held by Retailco prior to conversion. RAC and Retailco are wholly owned subsidiaries of TxEx, which is wholly owned by W. Keith Maxwell III.
(4) 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).
(5) 10,605,063 shares are held directly by Retailco 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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