Bartels Williams H Form 4 SPAR / WILLIAMS H BARTELS ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BARTELS WILLIAMS H

(Last) (First) (Middle)

C/O SPAR GROUP, INC.

1910 OPDYKE COURT

(Street)

AUBURN HILLS MI 48326

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SPAR Group, Inc. [ SGRP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/04/2023

4. If Amendment, Date of 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

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
Common Stock, $.01 par value	10/04/2023		M		240,870	A	(1)	5,400,084	D
Common Stock, $.01 par value	11/10/2023		M		206,463	A	(1)	5,606,547	D
Common Stock, $.01 par value	01/11/2024		M		150,000	D(7)	(4)	0	I	By SPAR Administrative Services, Inc.(6)
Common Stock, $.01 par value	01/11/2024		M		150,000	A(7)	(4)	5,756,547	D

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 Securities Underlying Derivative Security (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: 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
Series B Preferred Stock, $.01 par value	(2)	10/04/2023		M			160,580	(3)	(4)	Series B Preferred Stock, $.01 par value	160,580(5)	$0	137,642	D(2)
Series B Preferred Stock, $.01 par value	(2)	11/10/2023		M			137,642	(3)	(4)	Series B Preferred Stock, $.01 par value	137,642	$0	0	D(2)

Explanation of Responses:

1. Acquisition of Common Stock from SPAR Group, Inc. (the "Issuer"), as a result of the vesting and conversion of the convertible preferred shares received from the Issuer pursuant to Change of Control, Voting and Restricted Stock Agreement, by and among the Issuer, Robert G. Brown, William H. Bartels and others, as reported in the Issuer's Current Report on Form 8-K filed January 28, 2022.

2. Series B Preferred Stock are automatically convertible into the Common Stock on a 1 for 1.5 basis upon vesting.

3. Vests according to schedule in Change of Control, Voting and Restricted Stock Agreement, by and among SPAR Group, Inc., Robert G. Brown, William H. Bartels and others, as reported in SPAR Group, Inc.'s Current Report on Form 8-K filed January 28, 2022.

4. Not applicable.

5. Acquisition of Series B Preferred Stock pursuant to Change of Control, Voting and Restricted Stock Agreement, by and among SPAR Group, Inc., Robert G. Brown, William H. Bartels and others, as reported in SPAR Group, Inc.'s Current Report on Form 8-K filed January 28, 2022.

6. William H. Bartels is President and was a 39% shareholder on October 4, 2023, and was a 100% shareholder on and after December 8, 2023 of SPAR Administrative Services, Inc. (SAS).

7. Privately transferred in a non-market transaction from SPAR Administrative Services, Inc. (SAS) to William H. Bartels.

	/s/ William H. Bartels	02/29/2024
	** Signature of Reporting Person	Date
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