R. Matacunas - May 15, 2024 Form 4 Insider Report for SPAR Group, Inc. (SGRP)

Role: Chief Executive Officer, Director
Signature: /s/ Michael R. Matacunas
Stock symbol: SGRP
Transactions as of: May 15, 2024
Transactions value $: $0
Form type: 4
Date filed: 5/17/2024, 02:40 PM
Previous filing: May 17, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SGRP	Common Stock, $.01 par value	Options Exercise	$0	+55K	+76.38%	$0.00	127K	May 15, 2024	Direct	F1, F2, F3, F5, F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	SGRP	Restricted Stock Units, Based on Common Stock $.01 par value	Conversion of derivative security	$0	-98K	-100%	$0.00^*	0	May 15, 2024	Common Stock, $.01 par value	98K	$0.00	Direct	F1, F2, F3, F5
transaction	SGRP	Restricted Stock Units, Based on Common Stock $.01 par value	Award	$0	+57.1K		$0.00	57.1K	May 15, 2024	Common Stock, $.01 par value	57.1K	$0.00	Direct	F1, F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	As previously reported, on February 22, 2021, the Reporting Person received an inducement award approved by the Board of Directors of SPAR Group, Inc. (the "Issuer") for Restricted Stock Units (RSUs) for $100,000 of shares of the Issuer's Common Stock, issuable on May 15 of each year he remains employed by the Issuer (the "Continuing Award"), which commenced in 2022.
F2	As previously reported, on May 15, 2023, under the Continuing Award (see footnote (1), above), the Reporting Person automatically received from the Issuer RSUs (the "2023 RSUs") for 98,039 shares of the Issuer's Common Stock based on the market price of $1.02 per share on May 12, 2023 (the last trading day preceding the RSU issuance date). Subject to certain conditions (including the Reporting Person's continued employment by the Issuer at such time), the 2023 RSUs automatically vested as scheduled on May 15, 2024, and automatically converted and become payable either (at the option of the Issuer) in cash or Common Stock issued directly from the Issuer, but no exercise price or other payment for such shares was required (other than tax withholdings).
F3	On May 15, 2024, the Issuer elected to issue Common Stock in satisfaction of the vesting of the 2023 RSUs in a letter to the Reporting Person, giving rise to the Reporting Person's right to receive such Common Stock but no exercise price or other payment for such shares was required (other than tax withholdings). Although the Reporting Person was entitled to receive 98,039 shares of the Issuer's Common Stock upon such vesting, the Reporting Person elected to satisfy his tax withholding obligations by using a portion of those shares, and accordingly only 54,959 shares of the Issuer's Common Stock were issued to the Reporting Person under the vested 2023 RSUs.
F4	On May 15, 2024, under the Continuing Award (see footnote (1), above), the Reporting Person automatically received from the Issuer RSUs (the "2024 RSUs") for 57,143 shares of the Issuer's Common Stock based on the market price of $1.75 per share on May 14, 2024 (the last trading day preceding the RSU issuance date). Subject to certain conditions (including the Reporting Person's continued employment by the Issuer at such time), the 2024 RSUs are scheduled on May 15, 2025, to automatically vest and convert and become payable either (at the option of the Issuer) in cash or Common Stock issued directly from the Issuer, but no exercise price or other payment for such shares is required (other than tax withholdings).
F5	Not applicable.
F6	That beneficial ownership does not include the shares that could be acquired under the following options. As previously reported, on February 22, 2021, the Reporting Person received an inducement award approved by SPAR Group, Inc.'s (the Issuer) Board of Directors for options to purchase 630,000 shares of the Common Stock of the Issuer at an exercise price of $1.90 per share (which was the market price on February 22, 2021, the date the options were issued). On February 22, 2022, automatically vested and became exercisable at the option of the Reporting Person, which requires notice and payment of $1.90 per share to the Issuer to effect such exercise. The options automatically expire on February 22, 2031. The reporting person's beneficial ownership does not include the shares that could be acquired under this option because of the high exercise price and current limited economic value to the Reporting Person.