Amended Statement of Ownership (sc 13g/a)
February 11 2019 - 4:08PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE
13G/A
(Amendment No. 6)
(Rule
13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES
13d-1(b),
(c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE
13d-2(b)
Comstock Holding Companies, Inc.
(Name of Issuer)
Class A common stock, par value $.01 per share
(Title of Class of Securities)
205684103
(CUSIP Number)
December 31, 2018
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☒ Rule
13d-1(b)
☐ Rule
13d-1(c)
☐ Rule
13d-1(d)
|
|
|
|
|
CUSIP No. 205684103
|
|
13G/A
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Prescott Group
Capital Management, L.L.C.
|
2
|
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
State of
Oklahoma
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
36,648
|
|
6
|
|
SHARED VOTING POWER
0
|
|
7
|
|
SOLE DISPOSITIVE POWER
36,648
|
|
8
|
|
SHARED DISPOSITIVE POWER
0
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,648
|
10
|
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐
|
11
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
1.0%**
|
12
|
|
TYPE OF REPORTING
PERSON*
IA
|
*
|
SEE INSTRUCTIONS BEFORE FILLING OUT
|
2
|
|
|
|
|
CUSIP No. 205684103
|
|
13G/A
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Prescott Group
Aggressive Small Cap, L.P.
|
2
|
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
State of
Oklahoma
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
36,648
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
36,648
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,648
|
10
|
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐
|
11
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
1.0%**
|
12
|
|
TYPE OF REPORTING
PERSON*
PN
|
*
|
SEE INSTRUCTIONS BEFORE FILLING OUT
|
3
|
|
|
|
|
CUSIP No. 205684103
|
|
13G/A
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Prescott Group
Aggressive Small Cap II, L.P.
|
2
|
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
State of
Oklahoma
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
0
|
|
6
|
|
SHARED VOTING POWER
36,648
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
|
SHARED DISPOSITIVE POWER
36,648
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,648
|
10
|
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐
|
11
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
1.0%**
|
12
|
|
TYPE OF REPORTING
PERSON*
PN
|
*
|
SEE INSTRUCTIONS BEFORE FILLING OUT
|
4
|
|
|
|
|
CUSIP No. 205684103
|
|
13G/A
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Phil
Frohlich
|
2
|
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP*
(a) ☐ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
U.S.
Citizen
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
5
|
|
SOLE VOTING POWER
36,648
|
|
6
|
|
SHARED VOTING POWER
0
|
|
7
|
|
SOLE DISPOSITIVE POWER
36,648
|
|
8
|
|
SHARED DISPOSITIVE POWER
0
|
|
|
|
|
|
|
|
9
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,648
|
10
|
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐
|
11
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
1.0%**
|
12
|
|
TYPE OF REPORTING
PERSON*
IN
|
*
|
SEE INSTRUCTIONS BEFORE FILLING OUT
|
5
SCHEDULE 13G/A
This Amendment No. 6 (this Amendment) to the Schedule 13G (the Schedule 13G) is being filed on behalf of Prescott
Group Capital Management, L.L.C., an Oklahoma limited liability company (Prescott Capital), Prescott Group Aggressive Small Cap, L.P., an Oklahoma limited partnership (Prescott Small Cap), Prescott Group Aggressive Small Cap
II, L.P., an Oklahoma limited partnership (Prescott Small Cap II and, together with Prescott Small Cap, the Small Cap Funds), and Mr. Phil Frohlich, the principal of Prescott Capital, relating to shares of Class A
common stock, par value $.01 per share (the Common Stock), of Comstock Holding Companies, Inc., a Delaware corporation (the Issuer).
This Amendment relates to shares of Common Stock of the Issuer purchased by the Small Cap Funds through the account of Prescott Group
Aggressive Small Cap Master Fund, G.P., an Oklahoma general partnership (Prescott Master Fund), of which the Small Cap Funds are general partners. Prescott Capital serves as the general partner of the Small Cap Funds and may direct the
Small Cap Funds, the general partners of Prescott Master Fund, to direct the vote and disposition of the 36,648 shares of Common Stock held by Prescott Master Fund. As the principal of Prescott Capital, Mr. Frohlich may direct the vote and
disposition of the 36,648 shares of Common Stock held by Prescott Master Fund.
This Amendment amends and restates the Schedule 13G as
follows.
Item 1(a)
|
Name of Issuer.
|
Comstock Holding Companies, Inc.
Item 1(b)
|
Address of Issuers Principal Executive Offices.
|
1886 Metro Center Drive, Fourth Floor
Reston, Virginia 20190
Item 2(a)
|
Name of Person Filing.
|
Prescott Group Capital Management, L.L.C. (Prescott Capital), Prescott Group Aggressive Small Cap, L.P. (Prescott Small
Cap), Prescott Group Aggressive Small Cap II, L.P. (Prescott Small Cap II and, together with Prescott Small Cap, the Small Cap Funds) and Mr. Phil Frohlich.
Item 2(b)
|
Address of Principal Business Office, or, if none, Residence.
|
1924 South Utica, Suite 1120
Tulsa, Oklahoma 74104-6529
6
Item 2(c)
|
Citizenship or Place of Organization.
|
Prescott Capital is an Oklahoma limited liability company. The Small Cap Funds are Oklahoma limited partnerships. Mr. Phil Frohlich is the
principal of Prescott Capital and is a U.S. citizen.
Item 2(d)
|
Title of Class of Securities.
|
Class A common stock, par value $.01 per share (the Common Stock).
205684103
If this statement is filed pursuant to Rule
13d-1(b),
or
13d-2(b),
check
whether the person filing is a:
|
|
|
|
|
|
|
|
(a)
|
|
☐
|
|
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
|
|
|
|
(b)
|
|
☐
|
|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
|
|
|
|
(c)
|
|
☐
|
|
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
|
|
(d)
|
|
☐
|
|
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8).
|
|
|
|
(e)
|
|
☒
|
|
An investment advisor in accordance with
§240.13d-1(b)(1)(ii)(E).
|
|
|
|
(f)
|
|
☐
|
|
An employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F).
|
|
|
|
(g)
|
|
☐
|
|
A parent holding company or control person in accordance with
§240.13d-1(b)(1)(ii)(G).
|
|
|
|
(h)
|
|
☐
|
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
|
|
|
|
(i)
|
|
☐
|
|
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3).
|
|
|
|
(j)
|
|
☐
|
|
Group, in accordance with
§240.13d-1(b)(1)(ii)(J).
|
7
|
(a)
|
Prescott Capital is the beneficial owner of 36,648 shares of Common Stock and Mr. Phil Frohlich is the
beneficial owner of 36,648 shares of Common Stock.
|
|
(b)
|
Prescott Capital and Mr. Phil Frohlich are the beneficial owners of 1.0% of the outstanding shares of
Common Stock. This percentage is determined by dividing 36,648 by 3,683,199, the number of shares of Common Stock issued and outstanding as of November 8, 2018, as reported in the Issuers
10-Q
filed
on November 8, 2018.
|
|
(c)
|
Prescott Capital, as the general partner of the Small Cap Funds, the general partners of Prescott Master Fund,
may direct the Small Cap Funds to direct the vote and disposition of the 36,648 shares of Common Stock held by Prescott Master Fund. As the principal of Prescott Capital, Mr. Phil Frohlich may direct the vote and disposition of the 36,648
shares of Common Stock held by Prescott Master Fund.
|
Item 5
|
Ownership of Five Percent or Less of a Class.
|
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of
more than five percent of the class of securities, check the following ☒.
Item 6
|
Ownership of More Than Five Percent on Behalf of Another Person.
|
Inapplicable.
Item 7
|
Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the
Parent Holding Company.
|
Inapplicable.
Item 8
|
Identification and Classification of Members of the Group.
|
Inapplicable.
Item 9
|
Notice of Dissolution of Group.
|
Inapplicable.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
8
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 11, 2019
|
|
|
Prescott Group Capital Management, L.L.C.
|
|
|
By:
|
|
/s/ Phil Frohlich
|
|
|
PHIL FROHLICH, Managing Member
|
|
Prescott Group Aggressive Small Cap, L.P.
|
|
By: Prescott Group Capital Management, L.L.C., its general partner
|
|
|
By:
|
|
/s/ Phil Frohlich
|
|
|
PHIL FROHLICH, Managing Member
|
|
Prescott Group Aggressive Small Cap II, L.P.
|
|
By: Prescott Group Capital Management, L.L.C., its general partner
|
|
|
By:
|
|
/s/ Phil Frohlich
|
|
|
PHIL FROHLICH, Managing Member
|
|
/s/ Phil Frohlich
|
Phil Frohlich
|
9
Comstock Holding Companies (NASDAQ:CHCI)
Historical Stock Chart
From Mar 2024 to Apr 2024
Comstock Holding Companies (NASDAQ:CHCI)
Historical Stock Chart
From Apr 2023 to Apr 2024