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*
Kidston Samuel A

(Last) (First) (Middle)
10 TOWER OFFICE PARK, SUITE 420

(Street)
WOBURN MA 01801

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SED INTERNATIONAL HOLDINGS INC [ SED ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) X Other (specify below)
Executive Chairman / See Footnotes
3. Date of Earliest Transaction (Month/Day/Year)
11/16/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
11/19/2012
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 11/16/2012 P 1,000 A $1.75 172,085 (1) I By North & Webster Val. Opp. Fund (2)
Common Stock, par value $0.01 11/19/2012 P 200 A $1.74 172,285 (1) I By North & Webster Val. Opp. Fund (2)
Common Stock, par value $0.01 11/19/2012 P 1,000 A $1.75 173,285 (1) I By North & Webster Val. Opp. Fund (2)
Common Stock, par value $0.01 150,463 I By North & Webster Fund II, LP (3)
Common Stock, par value $0.01 29,782 I By Managed Accounts (4)
Common Stock, par value $0.01 89,651 D (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
Stock Option $2.15 (6) (6) Common Stock 100,000 100,000 D
1. Name and Address of Reporting Person*
Kidston Samuel A

(Last) (First) (Middle)
10 TOWER OFFICE PARK, SUITE 420

(Street)
WOBURN MA 01801

(City) (State) (Zip)
1. Name and Address of Reporting Person*
North & Webster LLC

(Last) (First) (Middle)
10 TOWER OFFICE PARK, SUITE 420

(Street)
WOBURN MA 01801

(City) (State) (Zip)
1. Name and Address of Reporting Person*
North & Webster Fund II, LP

(Last) (First) (Middle)
10 TOWER OFFICE PARK, SUITE 420

(Street)
WOBURN MA 01801

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NORTH & WEBSTER VALUE OPPORTUNITIES FUND L P

(Last) (First) (Middle)
10 TOWER OFFICE PARK, SUITE 420

(Street)
WOBURN MA 01801

(City) (State) (Zip)
Explanation of Responses:
1. This amendment is being filed to correct a clerical error in the number of shares owened by North & Webster Value Opportunities Fund, LP.
2. Consists of Shares owned by North & Webster Value Opportunities Fund, LP (NW Value Opportunities Fund). North & Webster, LLC, as the General Partner of NW Value Opportunities Fund, may be deemed to beneficially own the Shares owned by NW Value Opportunities Fund. Mr. Kidston, as Managing Member of North & Webster, LLC, may be deemed to beneficially own the Shares owned by NW Value Opportunities Fund. Each of North & Webster, LLC, and Mr. Kidston disclaims beneficial ownership of such Shares except to the extent of its or his pecuniary interest therein.
3. Consists of Shares owned by North & Webster Fund II, LP (NW Fund II). North & Webster, LLC, as the General Partner of NW Fund II, may be deemed to beneficially own the Shares owned by NW Fund II. Mr. Kidston, as Managing Member of North & Webster, LLC, may be deemed to beneficially own the Shares owned by NW Fund II. Each of North & Webster, LLC, and Mr. Kidston disclaims beneficial ownership of such Shares except to the extent of its or his pecuniary interest therein.
4. Consists of Shares held by certain managed accounts over which North & Webster, LLC, has voting and dispositive power. Mr. Kidston, as the Managing Member of North & Webster, LLC, may be deemed to beneficially own the Shares held by the managed accounts. Each of North & Webster, LLC, and Mr. Kidston disclaims beneficial ownership of such Shares except to the extent of its or his pecuniary interest therein
5. Samuel A. Kidston, as Managing Member of North & Webster, LLC, may be deemed to beneficially own the Shares owned by North & Webster, LLC. Mr. Kidston disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein. Mr. Kidston serves as non-executive Chairman of the Board of SED International Holdings, Inc
6. 20,000 options to purchase shares are exercisable as of October 4, 2012 with 20,000 options exercisable on each of the next four anniversaries of this date.
/s/ Kidston, Samuel A. 11/27/2012
By: North & Webster LLC, By:/s/Samuel A Kidston, Managing Member 11/27/2012
By: North & Webster Value Opportunities Fund, LP, BY:North & Webster, LLC, its General Partner, By:/s/ Samuel A Kidston, Managing Member 11/27/2012
By:North & Webster Fund II, By:North & Webster, LLC, its General Partner, By:/s/ Samuel A Kidston, Managing Member 11/27/2012
** 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.