SCHEDULE 13D/A

This Amendment No. 5 to Schedule 13D (this “Amendment”) amends and supplements the information set forth in the Schedule 13D originally filed by the Reporting Person with the Securities and Exchange Commission (“SEC”) on July 19, 1999 (the “Original Schedule 13D”) relating to the common stock, $0.01 par value per share (the “Common Stock”), of SPAR Group, Inc., a Delaware corporation (the “Company” or “SGRP”), as amended by Amendment No. 1 to the Original Schedule 13D filed with the SEC on June 1, 2018 (“Amendment No. 1”), Amendment No. 2 to the Original Schedule 13D filed with the SEC on August 6, 2018 (“Amendment No. 2”), Amendment No. 3 to the Original Schedule 13D filed with the SEC on September 19, 2018 (“Amendment No. 3”) and Amendment No. 4 to the Original Schedule 13D filed with the SEC on January 25, 2019 (“Amendment No. 4”). The Original Schedule 13D, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4, is hereinafter referred to as the “Schedule 13D.” The address of the principal executive offices of the Company is 333 Westchester Avenue, South Building, Suite 204, White Plains, New York 10604. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D.

As of the date of this Amendment, the Reporting Persons may be deemed to beneficially own, in the aggregate, 11,465,611 shares of the Common Stock of the Company, which represents approximately 55.0% of the outstanding Common Stock of the Company. The percentages in this Amendment are calculated based upon 20,847,461 outstanding shares of Common Stock as of August 2, 2019, as reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 filed with the SEC on August 14, 2019.

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

The Reporting Person, alone or in conjunction with other stockholders, has determined from time to time, to engage with the Company’s Board of Directors (the “Board”) and to take actions in his capacity as a significant stockholder to strengthen the Company’s corporate governance. Under the Company’s Amended and Restated By-Laws (the “By-Laws”), stockholders have the right to call special meetings of stockholders and to take action by written consent in lieu of a meeting. Previous actions taken by Mr. Brown and the Reporting Person (the “Stockholders”) are described in Amendment No. 1, Amendment No. 2, Amendment No. 3, and Amendment No. 4.

As reported in Amendment No. 5 to the Schedule 13D filed jointly by Mr. Brown and the Trust, on August 16, 2019, Mr. Brown, together with the Trust, delivered an action by written consent of stockholders, executed on August 16, 2019, pursuant to which Mr. Brown and the Trust resolved (i) to increase the size of the Board by one if, at the time the written consent becomes effective, there is no vacancy on the Board; and (ii) to elect and appoint Panos Lazaretos as a director of the Company (the “Election Consent”). This Election Consent represented less than the required majority of the outstanding Common Stock of the Company.

Following the August 16, 2019 delivery of the Election Consent, the Reporting Person engaged with the Board to seek agreement regarding the election of Mr. Lazaretos to the Board. As a result of these mutual efforts of engagement, the Stockholders and the Board took joint actions in furtherance of this objective.

On October 13, 2019, the Reporting Person joined the Election Consent, and Election Consents representing a majority of the outstanding shares of Company Common Stock were delivered to the Company.

Additionally, on October 13, 2019, as a demonstration of the cooperative efforts of the Stockholders and the Board, the Board met to confirm Mr. Lazaretos’ election to the Board and to authorize related actions, such as providing notice to non-consenting stockholders as required by federal and state law. 

Except as otherwise set forth in this Item 4, the Reporting Person (alone or in conjunction with other stockholders of the Company) currently has no plan or proposal which relates to or would result in any of the matters referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D; provided, such plans or proposals may have been considered, and may from time to time hereafter be considered. The Reporting Person may also acquire or dispose of Company securities in the ordinary course.

Item 5 of the Schedule 13D is hereby amended and supplemented as follows: