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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* COMVEST VENTURE PARTNERS LP (Last) (First) (Middle) ONE NORTH CLEMATIS STREET SUITE 300 (Street) WEST PALM BEACH FL 33401 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol COMDIAL CORP [ CMDZ.OB ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/09/2005
	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
Common Stock, par value $.01 per share	03/09/2005(1)		A(1)		4,932,254(1)	A(1)(2)	(1)	4,932,254(1)(2)(3)(4)	D

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 to purchase Common Stock	$3.38	03/09/2005(5)		A		5,000(5)		02/17/2004	02/17/2004	Warrant to purchase common stock	5,000	$16,000(5)	5,000(6)	D
Warrant to purchase Common Stock	$3.38	02/17/2004(7)		A		235,000(7)		02/17/2004	02/27/2007	Warrant to purchase common stock	235,000	$1,175,000(7)	235,000(8)	D
Convertible Note	$2.5	03/09/2005(5)		A		10,000(5)		05/14/2004	09/27/2005(9)	Convertible Note	10,000	$16,000(5)	10,000(10)	D
Convertible Note	$2.5	02/17/2004(7)		A		470,000(7)		05/14/2004	09/27/2005(9)	Convertible Note	470,000	$1,175,000(7)	470,000(11)	D

1. Name and Address of Reporting Person* COMVEST VENTURE PARTNERS LP (Last) (First) (Middle) ONE NORTH CLEMATIS STREET SUITE 300 (Street) WEST PALM BEACH FL 33401 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ComVest Management, LLC (Last) (First) (Middle) ONE NORTH CLEMATIS STREET SUITE 300 (Street) WEST PALM BEACH FL 33401 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FALK MICHAEL (Last) (First) (Middle) ONE NORTH CLEMATIS STREET SUITE 300 (Street) WEST PALM BEACH FL 33401 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. As of the date hereof, ComVest Venture Partners, L.P., a Delaware limited partnership ("ComVest") beneficially owns an aggregate of 4,932,254 shares of common stock, representing: (i) 3,275,346 shares of common stock (1,050,679 of which were issued upon cashless exercise of three separate advisor warrants); (ii) 936,908 shares of common stock issuable upon conversion of a convertible note in the principal amount of $3,166,750, convertible at any time through September 27, 2005 at an exercise price of $3.38 per share; (iii) 235,000 shares of common stock issuable upon exercise of a warrant, exercisable at any time through February 27, 2007 at an exercise price of $3.38 per share; (iv) 470,000 shares of common stock issuable upon conversion of a convertible note in the principal amount of $1,175,000, convertible at any time through September 25, 2007 (or later, in the event of a merger or sale of substantially all of the assets of the Issuer), at an exercise price $2.50

2. ComVest acquired the shares and convertible note set forth in items (i) and (ii) of footnote 1 on September 27, 2002 in connection with a private placement by the Issuer, as previously reported by ComVest on Form 13D filed on November 13, 2002. The numbers set forth herein reflect a 1-to-15 reverse stock split effected by the Issuer in November 2002. ComVest acquired the warrant and convertible note set forth in items (iii) and (iv) of footnote 1 in February 2004 in connection with a private placement by the Issuer, as reported hereby. ComVest acquired the warrant and convertible note set forth in items (v) and (vi) of footnote 1 on March 9, 2005, as reported hereby.

3. ComVest Management, LLC, a Delaware limited liability company ("ComVest Management"), could be deemed to be the beneficial owner of the 4,932,254 shares of common stock beneficially owned by ComVest because ComVest Management is the general partner of ComVest.

4. Michael Falk ("Falk"), could be deemed to be the beneficial owner of (i) the 4,932,254 shares of common stock beneficially owned by ComVest, because Falk is the Manager of ComVest Management, the general partner of ComVest; and (ii) the shares of common stock of the Issuer owned by Commonwealth Associates, L.P. ("Commonwealth"), an affiliate of ComVest, Commonwealth Associates Management Company, Inc. ("CAMC"), parent of ComVest, and Commonwealth Group Holdings, LLC ("GroupHoldings"), an affiliate of ComVest, because Falk is the Manager of ComVest Management, the general partner of ComVest. Falk is also the Chairman and principal stockholder of CAMC, which is the general partner of Commonwealth. Finally, Falk is the principal member of Group Holdings, an affiliate of ComVest, Commonwealth and CAMC. The shares of common stock beneficially owned by these entities are set forth in the Form 13D filed by ComVest on November 13, 2002.

5. ComVest purchased this warrant and convertible note from Alfred A. Rappetti, a director of the Issuer, in a private transaction for an aggregate purchase price of $16,000 paid in cash. The aggregate purchase price has not yet been allocated between the warrant and the note.

6. Does not include the shares of common stock beneficially owned by ComVest as set forth in items (i), (ii), (iii), (iv) and (vi) of footnote 1.

7. ComVest purchased this warrant and convertible note from the Issuer in connection with a private placement that was consummated in February/March 2004 for an aggregate purchase price of $1,175,000. The aggregate purchase price has not yet been allocated between the note and warrant.

8. Does not include shares of common stock beneficially owned by ComVest as set forth in items (i), (ii), (iv), (v) and (vi) of footnote 1.

9. These notes may be converted at any time between May 14, 2004 and the note maturity date, which is the later of (i) September 27, 2005, (ii) the consummation of a merger or combination of the Issuer in which the shareholders of the Issuer prior to the transaction own less than a majority of the outstanding shares of the surviving entity after such transaction or (iii) the sale of all or substantially all of the assets of the Issuer.

10. Does not include the shares of common stock beneficially owned by ComVest as set forth in items (i), (ii), (iii), (iv), and (v) of footnote 1.

11. Does not include the shares of common stock beneficially owned by ComVest as set forth in items (i), (ii), (iv), (v) and (vi) of footnote 1.

	/s/Michael S. Falk on behalf of ComVest Venture Partners, LP	03/15/2005
	/s/Michael S. Falk on behalf of ComVest Management, LLC	03/15/2005
	/s/Michael S. Falk	03/15/2005
	** 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 Number.