Funding, L.C. Stonehenge 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)

1886 METRO CENTER DR

4TH 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)
CEO

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	04/30/2019		J(1)(2)		3,100,000	A	(1)(2)	3,460,235	I	See Footnote(4)
Class A Common Stock	04/30/2019		J(3)		723,750	A	(3)	733,654	I	See Footnote(5)
Class A Common Stock	04/30/2019		X		50,000	A	$1.93	3,510,235	I	See Footnote(4)
Class A Common Stock	04/30/2019		X		150,000	A	$1.756	3,660,235	I	See Footnote(4)
Class A Common Stock								29,984	I	See Footnote(6)
Class A Common Stock								2,142	I	See Footnote(7)
Class A Common Stock								2,142	I	See Footnote(7)
Class A Common Stock								2,142	I	See Footnote(7)
Class A Common Stock								2,142	I	See Footnote(7)
Class A Common Stock								2,142	I	See Footnote(7)
Class A Common Stock								2,142	I	See Footnote(7)
Class A Common Stock								124,465	I	See Footnote(8)
Class A Common Stock								238,419	D
Class B Common Stock(9)								25,000	D
Class B Common Stock								195,250	I	See Footnote(5)

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
Warrant	$1.93	04/30/2019		X			50,000	04/13/2018	07/12/2026	Common Stock	50,000	$0.00	0	I	See Footnote(4)
Warrant	$1.756	04/30/2019		X			150,000	02/15/2017	08/15/2026	Common Stock	150,000	$0.00	0	I	See Footnote(4)

1. Name and Address of Reporting Person^*

Clemente Christopher

(Last) (First) (Middle)

1886 METRO CENTER DR

4TH FLOOR

(Street)

RESTON VA 20190

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Comstock Development Services, L.C.

(Last) (First) (Middle)

1886 METRO CENTER DRIVE, FOURTH FLOOR

(Street)

RESTON VA 20190

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FR 54, L.C.

(Last) (First) (Middle)

1886 METRO CENTER DRIVE, FOURTH FLOOR

(Street)

RESTON VA 20190

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Stonehenge Funding, L.C.

(Last) (First) (Middle)

1886 METRO CENTER DRIVE, FOURTH FLOOR

(Street)

RESTON VA 20190

(City) (State) (Zip)

Explanation of Responses:

1. On April 30, 2019, the Issuer entered into a Master Transfer Agreement (the "MTA") with Comstock Development Services, LLC ("CDS"), which is wholly-owned by the Reporting Person, and FR 54, LLC ("FR54"), an entity controlled by the Reporting Person, that sets forth certain transactions to complete the Issuer's exit from the homebuilding and land development business in favor of a migration to an asset management model (the "Transition Transactions"). As set forth in the MTA, the Issuer transferred to CDS the management of and its Class A membership interests ("Class A Units") and associated liabilities in Comstock Investors X, L.C. ("Investors X"), the entity that owns the Issuer's residual homebuilding operations, in exchange for the transfer of CDS' Class B membership interests in Investors X, which entitle the Issuer to priority distribution of distributable cash flow from Investor X's projects ("Class B Units").

2. (Continued from Footnote 1) As of the date of the MTA, the Class B Units had a capital account balance of approximately $18,500,000 (the "Capital Account"). As additional consideration for the transfer of the Class B Units, the Issuer issued to CDS (i) 1,220,000 shares of the Company's Series C Non-Convertible Preferred Stock, par value $0.01 per share, valued at a price of $5.00 per share for purposes of this transaction ("Series C Stock"), and (ii) 3,100,000 shares of Class A Common Stock, par value $0.01 per share, valued at an above market price of $4.00 per share for purposes of this transaction.

3. Previously, Stonehenge Funding, L.C., a former lender to the Issuer ("Stonehenge") and controlled by the Reporting Person, received shares of the Issuer's Series C Stock from the Issuer in lieu of repayment of a portion of an unsecured loan payable to Stonehenge, and FR54, a member of Stonehenge, received a distribution of shares of Series C Stock from Stonehenge. Pursuant to the MTA, FR54 transferred to the Issuer 579,158 shares of Series C Stock, which were immediately cancelled by the Issuer, in exchange for the issuance of 723,750 newly issued shares of Class A Common Stock valued at an above market price of $4.00 per share for purposes of the transaction.

4. By CDS.

5. By FR54.

6. By the reporting person's spouse.

7. By a trust for the benefit of the reporting person's children, of which the reporting person is custodian.

8. By Stonehenge.

9. Shares of Class B common stock are convertible at any time by the holder into shares of Class A common stock on a share-for-share basis.

Remarks:

	/s/ Christopher Clemente	07/08/2019
	Comstock Development Services, L.C., By: /s/ Christopher Clemente, Title: Manager	07/08/2019
	FR54, L.C., By: /s/ Christopher Clemente, Title: Manager	07/08/2019
	Stonehenge Funding, L.C., By: /s/ Christopher Clemente, Title: Manager	07/08/2019
	** Signature of Reporting Person	Date
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