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 *
Melman Gil
  2. Issuer Name and Ticker or Trading Symbol
Spark Energy, Inc. [SPKE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Former VP and General Counsel
(Last)
(First)
(Middle)
12140 WICKCHESTER LANE SUITE 100
3. Date of Earliest Transaction (Month/Day/Year)
01/01/2019
(Street)

HOUSTON, TX 77079
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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
Class A Common Stock 01/01/2019   M   103,930 (1) A $ 0 (2) 105,030 D  
Class A Common Stock 01/01/2019   F   40,896 (3) D $ 7.43 (4) 64,134 D  

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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
Restricted Stock Unit (2) 01/01/2019   M     83,114   (5)   (5) Class A Common Stock 83,114 $ 0 0 D  
Restricted Stock Unit (2) 01/01/2019   M     20,816   (6)   (6) Class A Common Stock 20,816 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Melman Gil
12140 WICKCHESTER LANE SUITE 100
HOUSTON, TX 77079
      Former VP and General Counsel

Signatures

 /s/ Gil Melman, by Nathan Kroeker as Attorney-in-Fact   01/03/2019
**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) Issued as a result of accelerated vesting of 103,930 Restricted Stock Units ("RSUs") pursuant to the terms of that certain Transition and Resignation Agreement and Mutual Release of Claims, by and between the Reporting Person and the Issuer (the "Transition Agreement").
(2) RSUs convert into Class A Common Stock, par value $0.01 per share (the "Class A Common Stock") on a one-to-one basis, cash, or a combination of both.
(3) Payment for tax liability through the withholding of shares of Class A Common Stock.
(4) Price is based on the closing price of Class A Common Stock on December 31, 2018, pursuant to the Spark Energy, Inc. Amended and Restated-Long Term Incentive Plan.
(5) These RSUs were scheduled to vest ratably over 4 years in May of each year following the grant. The vesting of these RSUs was accelerated pursuant to the Transition Agreement described in Footnote 1 above.
(6) These RSUs were scheduled to vest in full on May 18, 2019. The vesting of these RSUs was accelerated pursuant to the Transition Agreement described in Footnote 1 above.

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