Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2015
(Street)


HOUSTON, TX 77079		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price

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 2270 (9-02)

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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Subordinated Promissory Note   07/08/2015   P 1     (1)   (1) Class B Common Stock/Spark HoldCo Units (2)
1 (1)
(1) 1
I
See footnote (3)
Convertible Subordinated Promissory Note   07/31/2015   P 1     (4)   (4) Class B Common Stock/Spark HoldCo Units (2)
 
(4) 1
I
See footnote (3)

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    
TxEx Energy Investments, LLC
12140 WICKCHESTER LANE
SUITE 100
HOUSTON, TX 77079		     X    
Retailco Acquisition Co, LLC
12140 WICKCHESTER LANE
SUITE 100
HOUSTON, TX 77079		       Affiliate

Signatures

/s/ W. Keith Maxwell III, by Gil Melman, Attorney-in-fact 02/10/2016
**Signature of Reporting Person Date
/s/ TxEx Investments, LLC, by Gil Melman, Attorney-in-fact 02/10/2016
**Signature of Reporting Person Date
/s/ Retailco Acquisition Co., LLC, By Gil Melman, Attorney-in-fact 02/10/2016
**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 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.
(2) 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).
(3) 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.
(4) 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.

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