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 Expires: December 31, 2014 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* DAVIDSON MARVIN H (Last) (First) (Middle) (Street) (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol COMDISCO HOLDING CO INC [ CDCO ]	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) 07/15/2003
	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 $0.01 per share	07/15/2003		P		434	A	97.5	0	I	See footnotes(1)(6)(7)(8)
Common Stock, par value $0.01 per share	07/15/2003		P		11,110	A	97.5	0	I	See footnotes(2)(6)(7)(8)
Common Stock, par value $0.01 per share	07/15/2003		P		9,675	A	97.5	0	I	See footnotes(3)(6)(7)(8)
Common Stock, par value $0.01 per share	07/15/2003		P		5,366	A	97.5	0	I	See footnotes(4)(6)(7)(8)
Common Stock, par value $0.01 per share	07/15/2003		P		515	A	97.5	0	I	See footnotes(5)(6)(7)(8)

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

1. Name and Address of Reporting Person* DAVIDSON MARVIN H (Last) (First) (Middle) (Street) (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* KEMPNER THOMAS L JR (Last) (First) (Middle) (Street) (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* DOWICZ STEPHEN M (Last) (First) (Middle) (Street) (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* DAVIDSON SCOTT E (Last) (First) (Middle) (Street) (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* LEFFELL MICHAEL J (Last) (First) (Middle) (Street) (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* LEVART TIMOTHY I (Last) (First) (Middle) (Street) (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* BRIVIO ROBERT J JR (Last) (First) (Middle) (Street) (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. Represents shares beneficially owned by M.H. Davidson & The Reporting Person is a general partner of CO.

2. Represents shares beneficially owned by Davidson Kempner International, Ltd. ("DKIL"). Davidson Kempner International Advisors, L.L.C. ("DKIA") is the general partner of DKIL. The Reporting Person is one of the stockholders of DKIA.

3. Represents shares beneficially owned by Davidson Kempner Institutional Partners, L.P. ("DKIP"). Davidson Kempner Advisers Inc.("DKAI") is the general partner of DKIP. The Reporting Person is one of the stockholders of DKAI.

4. Represents shares beneficially owned by Davidson Kempner Partners ("DKP"). MHD Management Co. ("MHD") is the general partner of DKP. The Reporting Person is a general partner of MHD.

5. Represents shares in an account over which DKIA has discretionary authority as a result of its voting and dispositive powers relating to such shares.

6. The Reporting Person disclaims beneficial ownership of the securities beneficially owned by (i) CO, DKIA, DKIL, DKIP, or DKP in excess of his pecuniary interest in the profits or capital accounts of such entities and (ii) an account over which DKIA has discretionary authority. The Reporting Person beneficially owns less than 10% of the Issuer's outstanding Common Stock, but, pursuant to Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the "Act"), the Reporting Person may be deemed to be a more than 10% owner of such Common Stock because such Reporting Person may be deemed to be a member of a "group"that owns in excess of 10% of such outstanding Common Stock pursuant to Section 13(d)(3) under the Act.

7. This filing shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Act or otherwise, a member of any such "group"or the beneficial owner of any Common Stock owned by any other person. This report also shall not be deemed a determination that this filing is required under Section 16(a) of the Act.

8. Following the reported transactions, (i) Marvin H. Davidson indirectly beneficially owned 854,616 shares, (ii) Thomas L. Kempner, Jr. indirectly beneficially owned 855,888 shares, (iii) Stephen M. Dowicz indirectly beneficially owned 855,677 shares, (iv) Scott E. Davidson indirectly beneficially owned 855,947 shares, (v) Michael J. Leffell indirectly beneficially owned 855,552 shares, (vi) Timothy I. Levart indirectly beneficially owned 855,516 shares and (vii) Robert J. Brivio, Jr. indirectly beneficially owned 855,516 shares.

	Marvin H. Davidson	07/16/2003
	Thomas L. Kempner, Jr.	07/16/2003
	Stephen M. Dowicz	07/16/2003
	Scott E. Davidson	07/16/2003
	Michael J. Leffell	07/16/2003
	Timothy I. Levart	07/16/2003
	Robert J. Brivio, Jr.	07/16/2003
	** 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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