SEC Filing | SPAR

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SEC FORM 5 SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

FRANCO PATRICIA

(Last)

(First)

(Middle)

C/O SPAR GROUP INC

560 WHITE PLAINS ROAD, SUITE 210

(Street)

TARRYTOWN

10591

(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)

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2010

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 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)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $.01 par value							22,631⁽¹⁾	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)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to buy Common Stock⁽⁸⁾	$0.85	08/06/2009		4J⁽²⁾		1	11/06/2009	11/06/2018	Common Stock, $.01 par value	25,000	⁽⁹⁾	13	D
Option to buy Common Stock⁽⁷⁾	$0.95	08/06/2009		4J⁽²⁾		1	11/08/2007	11/06/2016	Common Stock, $.01 par value	10,000	⁽⁹⁾	13	D
Option to buy Common Stock⁽⁷⁾	$1.75	08/06/2009		4J⁽²⁾		1	05/12/2006	05/12/2015	Common Stock, $.01 par value	25,000	⁽⁹⁾	13	D
Option to buy Common Stock⁽⁷⁾	$1.26	08/06/2009		4J⁽²⁾		1	04/14/2006	04/14/2015	Common Stock, $.01 par value	97,500	⁽⁹⁾	13	D
Option to buy Common Stock⁽⁷⁾	$1.3	08/06/2009		4J⁽²⁾		1	08/02/2002	08/02/2011	Common Stock, $.01 par value	25,000	⁽⁹⁾	13	D
Option to buy Common Stock⁽⁷⁾	$1.3	08/06/2009		4J⁽²⁾		1	08/02/2002	08/02/2011	Common Stock, $.01 par value	40,000	⁽⁹⁾	13	D
Option to buy Common Stock⁽⁷⁾	$1.3	08/06/2009		4J⁽²⁾		1	08/02/2002	08/02/2011	Common Stock, $.01 par value	10,000	⁽⁹⁾	13	D
Option to buy Common Stock⁽⁷⁾	$1.22	08/06/2009		4J⁽²⁾		1	08/03/2001	08/03/2010	Common Stock, $.01 par value	2,000	⁽⁹⁾	13	D
Option to buy Common Stock⁽⁸⁾	$0.4	08/06/2009		4A⁽³⁾	8		⁽⁴⁾	08/06/2019	Common Stock, $.01 par value	219,500	⁽⁹⁾	13	D
Option to buy Common Stock⁽⁸⁾	$0.4	08/06/2009		4A	1		⁽⁵⁾	08/06/2019	Common Stock, $.01 par value	15,000	⁽⁹⁾	13	D
Option to buy Common Stock⁽⁷⁾	$0.875						04/06/2002	04/06/2011	Common Stock, $.01 par value	2,000		13⁽¹⁾	D
Option to buy Common Stock⁽⁷⁾	$1.1						05/09/2002	05/09/2011	Common Stock, $.01 par value	2,000		13⁽¹⁾	D
Option to buy Common Stock⁽⁷⁾	$1.1						11/09/2006	11/09/2015	Common Stock, $.01 par value	15,000		13⁽¹⁾	D
Option to buy Common Stock⁽⁸⁾	$1						⁽⁶⁾	08/05/2020	Common Stock, $.01 par value	15,000		13⁽¹⁾	D

Explanation of Responses:

1. Beneficial ownership of such shares or options at December 31, 2010.

2. Options were voluntarily surrendered to the issuer for cancellation and exchanged on a share-for-share basis for the new options described in footnote (3) below pursuant to the issuer's Offer to Exchange Certain Outstanding Stock Options for New Stock Options dated August 24, 2009, as filed with the SEC in our Schedule TO on August 25, 2009.

3. Options received from the issuer for the options voluntarily surrendered to it for the cancellation and exchange described in footnote (2) above.

4. Vests and becomes exercisable as to 54,875 shares each on 8/6/2010, 8/6/2011, 8/6/2012 and 8/6/2013.

5. Vests and becomes exercisable as to 3,750 shares each on 8/6/2010, 8/6/2011, 8/6/2012 and 8/6/2013.

6. Vests and becomes exercisable as to 3,750 shares each on 8/5/2011, 8/5/2012, 8/5/2013 and 8/5/2014.

7. Option to buy the issuer's Common Stock pursuant to its 2000 Stock Option Plan, as amended.

8. Option to buy the issuer's Common Stock pursuant to its 2008 Stock Compensation Plan, as amended.

9. Not applicable.

Remarks:

	/s/ James Segreto, as attorney-in-fact under Power of Attorney Grant & Confirming Statement dated March 4, 2004.	02/14/2011
	** Signature of Reporting Person	Date
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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