FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Clemente Christopher 		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
(Last)          (First)          (Middle)

1886 METRO CENTER DR, 4TH FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

4/30/2019
(Street)

RESTON, VA 20190
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   4/30/2019     J (1) (2)    3100000   A   (1) (2) 3460235   I   See Footnote   (4)
Class A Common Stock   4/30/2019     J (3)    723750   A   (3) 733654   I   See Footnote   (5)
Class A Common Stock   4/30/2019     X    50000   A $1.93   3510235   I   See Footnote   (4)
Class A Common Stock   4/30/2019     X    150000   A $1.756   3660235   I   See Footnote   (4)
Class A Common Stock                  29984   I   See Footnote   (6)
Class A Common Stock                  2142   I   See Footnote   (7)
Class A Common Stock                  2142   I   See Footnote   (7)
Class A Common Stock                  2142   I   See Footnote   (7)
Class A Common Stock                  2142   I   See Footnote   (7)
Class A Common Stock                  2142   I   See Footnote   (7)
Class A Common Stock                  2142   I   See Footnote   (7)
Class A Common Stock                  124465   I   See Footnote   (8)
Class A Common Stock                  238419   D    
Class B Common Stock   (9)                25000   D    
Class B Common Stock                  195250   I   See Footnote   (5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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   4/30/2019     X         50000    4/13/2018   7/12/2026   Common Stock   50000   $0.00   0   I   See Footnote   (4)
Warrant   $1.756   4/30/2019     X         150000    2/15/2017   8/15/2026   Common Stock   150000   $0.00   0   I   See Footnote   (4)

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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Clemente Christopher
1886 METRO CENTER DR
4TH FLOOR
RESTON, VA 20190 		X X CEO
Comstock Development Services, L.C.
1886 METRO CENTER DRIVE, FOURTH FLOOR
RESTON, VA 20190
X

FR 54, L.C.
1886 METRO CENTER DRIVE, FOURTH FLOOR
RESTON, VA 20190
X

Stonehenge Funding, L.C.
1886 METRO CENTER DRIVE, FOURTH FLOOR
RESTON, VA 20190
X


Signatures
/s/ Christopher Clemente 7/8/2019
** Signature of Reporting Person Date

Comstock Development Services, L.C., By: /s/ Christopher Clemente, Title: Manager 7/8/2019
** Signature of Reporting Person Date

FR54, L.C., By: /s/ Christopher Clemente, Title: Manager 7/8/2019
** Signature of Reporting Person Date

Stonehenge Funding, L.C., By: /s/ Christopher Clemente, Title: Manager 7/8/2019
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Comstock Holding Companies (NASDAQ:CHCI)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Comstock Holding Companies Charts.
Comstock Holding Companies (NASDAQ:CHCI)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Comstock Holding Companies Charts.