Sec Form 3 Filing - Mastrogiannis Panagiotis @ SPAR GROUP INC - 2015-04-03

FORM 3 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 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 Mastrogiannis Panagiotis 2. Issuer Name and Ticker or Trading Symbol SPAR GROUP INC [ SGRP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Information Officer (Last) (First) (Middle) C/O SPAR GROUP, INC., 333 WESTCHESTER AVE, SOUTH BLDG, STE 204 3. Date of Earliest Transaction (MM/DD/YY) 04/03/2015 (Street) WHITE PLAINS, NY10604 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Option to buy Common Stock ( 1 ) ( 1 ) 08/07/2024 Common Stock, $.01 par value 5,000 D Option to buy Common Stock $ 2.14 08/06/2014 08/06/2023 Common Stock, $.01 par value 15,000 D Option to buy Common Stock $ 1.09 08/01/2013 08/01/2022 Common Stock, $.01 par value 10,000 D Option to buy Common Stock $ 1.23 08/04/2012 08/04/2021 Common Stock, $.01 par value 10,000 D Option to buy Common Stock $ 1 08/05/2011 08/05/2020 Common Stock, $.01 par value 10,000 D Option to buy Common Stock $ 0.4 08/06/2010 08/06/2019 Common Stock, $.01 par value 68,250 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mastrogiannis Panagiotis C/O SPAR GROUP, INC. 333 WESTCHESTER AVE, SOUTH BLDG, STE 204 WHITE PLAINS, NY10604 Chief Information Officer Signatures /s/ Panagiotis Mastrogiannis 04/07/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On August 7, 2014, the Reporting Person received a restricted stock award for 5,000 shares of SGRP's common stock, which had a market price of $1.42 per share on the day awarded. 1,250 of those shares will vest and become unrestricted on each of August 7, 2015, 2016, 2017 and 2018, subject to certain conditions, but no exercise price or other payment for such shares is required.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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