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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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) |
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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 Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Melman Gil 12140 WICKCHESTER LANE SUITE 100 HOUSTON, TX 77079 |
Former VP and General Counsel |
/s/ Gil Melman, by Nathan Kroeker as Attorney-in-Fact | 01/03/2019 | |
**Signature of Reporting Person | Date |
* | 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. |