Sec Form 4 Filing - Maxwell W Keith III @ Via Renewables, Inc. - 2024-06-13

Insider filing report for Changes in Beneficial Ownership
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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
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
Via Renewables, Inc. [ VIA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
12140 WICKCHESTER LANE, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
06/13/2024
(Street)
HOUSTON, TX77079
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (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
Class A Common Stock 06/13/2024 D( 1 ) 2,533,205 A 3,323,329 I By RetailCo, LLC ( 2 )
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
Restricted Stock Unit ( 3 ) 06/13/2024 D( 4 ) 9,317 ( 5 ) ( 5 ) Class A Common Stock 9,317 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Maxwell W Keith III
12140 WICKCHESTER LANE
SUITE 100
HOUSTON, TX77079
X Chief Executive Officer
TxEx Energy Investments, LLC
12140 WICKCHESTER LANE, SUITE 100
HOUSTON, TX77079
X
Retailco, LLC
12140 WICKCHESTER LANE, SUITE 100
HOUSTON, TX77079
X
Signatures
/s/ W. Keith Maxwell III 06/17/2024
Signature of Reporting Person Date
/s/ W. Keith Maxwell III, Chief Executive Officer 06/17/2024
Signature of Reporting Person Date
/s/ W. Keith Maxwell III, Chief Executive Officer 06/17/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Agreement and Plan of Merger, dated as of December 29, 2023 (the "Merger Agreement"), by and among the Company, Retailco, LLC, a Texas limited liability company ("Parent"), and NuRetailco, LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent ("Merger Sub"), each share of capital stock of Merger Sub was converted into and represent one fully-paid and nonassessable share of Class A Common Stock.
( 2 )In connection with the transactions under the Merger Agreement, all of the reporting person's shares of Class A Common Stock and Class B Common Stock were conveyed to Parent. Parent is a wholly owned subsidiary of TxEx Energy Investments, LLC.
( 3 )Each Restricted Stock Unit represented a right to receive, upon vesting, one share of Class A Common Stock, cash, or a combination of both. Each Restricted Stock Unit included tandem dividend equivalents which would vest upon the same schedule as the underlying Restricted Stock Units.
( 4 )Pursuant to the Merger Agreement, all of the reporting person's Restricted Stock Units were cancelled and extinguished for no consideration.
( 5 )These Restricted Stock Units were scheduled to vest in full on May 18, 2024.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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