Comstock Holding Companies (CHCI) Form 4 Comstock Holding Companies / Christopher Clemente 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^*

Clemente Christopher

(Last) (First) (Middle)

1900 RESTON METRO PLAZA

10TH FLOOR

(Street)

RESTON VA 20190

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Comstock Holding Companies, Inc. [ CHCI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/10/2025

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
Class A Common Stock, $0.01 par value	01/10/2025		M		12,000	A	$2.14	70,838	I	See footnote(1)
Class A Common Stock, $0.01 par value	01/10/2025		X		5,000	A	$8.18(2)	75,838	I	See footnote(1)
Class A Common Stock, $0.01 par value	01/10/2025		S		4,443	D	$8.18(2)	71,395	I	See footnote(1)
Class A Common Stock, $0.01 par value	01/11/2025		M		1,980	A	$0.00	73,375	I	See footnote(1)
Class A Common Stock, $0.01 par value	01/11/2025		M		2,500	A	$0.00	75,875	I	See footnote(1)
Class A Common Stock, $0.01 par value	01/11/2025		M		2,730	A	$0.00	78,605	I	See footnote(1)
Class A Common Stock, $0.01 par value	01/11/2025		M		2,724	A	$0.00	81,329	I	See footnote(1)
Class A Common Stock, $0.01 par value								174,990	D
Class A Common Stock, $0.01 par value								684,601	I	See footnote(3)
Class A Common Stock, $0.01 par value								772,749	I	See footnote(4)
Class A Common Stock, $0.01 par value								924,126	I	See footnote(5)
Class A Common Stock, $0.01 par value								124,465	I	See footnote(6)
Class A Common Stock, $0.01 par value								64,676	I	See footnote(7)
Class B Common Stock, $0.01 par value								220,250	I	See footnote(3)

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
Stock Options (Right to Buy)	$2.14	01/10/2025		M			12,000	03/17/2021	03/06/2027	Class A Common Stock, $0.01 par value	12,000	$0.00	0.00	I	See footnote(1)
Warrants (Right to Buy)	$7.27(2)	01/10/2025		X			5,000	07/11/2015	01/12/2025	Class A Common Stock, $0.01 par value	5,000	$0.00	0.00	I	See footnote(1)
Restricted Stock Units (RSUs)	(8)	01/11/2025		M			1,980	(9)	(9)	Class A Common Stock, $0.01 par value	1,980	$0.00	0.00	I	See footnote(1)
Restricted Stock Units (RSUs)	(8)	01/11/2025		M			2,500	(9)	(9)	Class A Common Stock, $0.01 par value	2,500	$0.00	2,500	I	See footnote(1)
Restricted Stock Units (RSUs)	(8)	01/11/2025		M			2,730	(9)	(9)	Class A Common Stock, $0.01 par value	2,730	$0.00	5,458	I	See footnote(1)
Restricted Stock Units (RSUs)	(8)	01/11/2025		M			2,724	(9)	(9)	Class A Common Stock, $0.01 par value	2,724	$0.00	8,171	I	See footnote(1)

Explanation of Responses:

1. By the reporting person's spouse

2. The reporting person's spouse paid the exercise price on a cashless basis. The warrant strike price was $7.27, however the cashless exercise price per the terms of the warrant agreement was calculated to be $8.18, which is the average close price of CHCI common stock for the 20 days preceding the transaction date.

3. By FR 54, LLC, an entity controlled by the reporting person

4. By CP Real Estate Services, LC, an entity wholly owned by the reporting person

5. By Clemente Investment Management, LC, an entity controlled by the reporting person

6. By Stonehenge Funding, LC, an entity controlled by the reporting person

7. By various trusts for the benefit of the reporting person's children, of which the reporting person is currently the custodian

8. Each restricted stock unit represents a contingent right to receive one share of CHCI Class A common stock

9. Time-based restricted stock units that vest and convert into common stock evenly over a four-year period in annual installments that occur on each subsequent anniversary of the grant date

Remarks:

	/s/ Christopher Clemente	01/14/2025
	** 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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