UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
| Comstock Homebuilding Companies, Inc. |
(Name of issuer)
| Class A common stock, par value $.01 per share |
(Title of class of securities)
| 205684103 |
(CUSIP number)
| December 12, 2011 and December 31, 2011 |
(Date of event which requires filing of this statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13G/A
| CUSIP No. 205684103 | Page 2 of 12 Pages |
| (1) | Names of reporting persons
Prescott Group Capital Management, L.L.C. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (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
1,765,491 | ||||
| (6) |
Shared voting power
0 | |||||
| (7) |
Sole dispositive power
1,765,491 | |||||
| (8) |
Shared dispositive power
0 | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
1,765,491 | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| (11) |
Percent of class represented by amount in Row (9)
10.3%** | |||||
| (12) |
Type of reporting person (see instructions)
IA | |||||
| ** | SEE ITEM 4(b). |
SCHEDULE 13G/A
| CUSIP No. 205684103 | Page 3 of 12 Pages |
| (1) | Names of reporting persons
Prescott Group Aggressive Small Cap, L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (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
1,765,491 | |||||
| (7) |
Sole dispositive power
0 | |||||
| (8) |
Shared dispositive power
1,765,491 | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
1,765,491 | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| (11) |
Percent of class represented by amount in Row (9)
10.3%** | |||||
| (12) |
Type of reporting person (see instructions)
PN | |||||
| ** | SEE ITEM 4(b). |
SCHEDULE 13G/A
| CUSIP No. 205684103 | Page 4 of 12 Pages |
| (1) | Names of reporting persons
Prescott Group Aggressive Small Cap II, L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (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
1,765,491 | |||||
| (7) |
Sole dispositive power
0 | |||||
| (8) |
Shared dispositive power
1,765,491 | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
1,765,491 | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| (11) |
Percent of class represented by amount in Row (9)
10.3%** | |||||
| (12) |
Type of reporting person (see instructions)
PN | |||||
| ** | SEE ITEM 4(b). |
SCHEDULE 13G/A
| CUSIP No. 205684103 | Page 5 of 12 Pages |
| (1) | Names of reporting persons
Phil Frohlich | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (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
1,765,491 | ||||
| (6) |
Shared voting power
0 | |||||
| (7) |
Sole dispositive power
1,765,491 | |||||
| (8) |
Shared dispositive power
0 | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
1,765,491 | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| (11) |
Percent of class represented by amount in Row (9)
10.3%** | |||||
| (12) |
Type of reporting person (see instructions)
IN | |||||
| ** | SEE ITEM 4(b). |
SCHEDULE 13G/A
| Page 6 of 12 Pages |
This Amendment No. 1 (this “Amendment”) to the Schedule 13G filed on February 14, 2011 (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 Homebuilding 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 1,765,491 shares of Common Stock held by the Master Fund as of December 31, 2011. As the principal of Prescott Capital, Mr. Frohlich may direct the vote and disposition of the 1,765,491 shares of Common Stock held by Prescott Master Fund as of December 31, 2011.
This Amendment amends and restates the Schedule 13G as follows.
| Item 1(a) | Name of Issuer. |
Comstock Homebuilding Companies, Inc.
| Item 1(b) | Address of Issuer’s Principal Executive Offices. |
11465 Sunset Hills Road
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
| Page 7 of 12 Pages |
| 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”).
| Item 2(e) | CUSIP Number. |
205684103
| Item 3 | Reporting Person. |
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) x | 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). |
| Page 8 of 12 Pages |
| Item 4 | Ownership. |
| (a) | Prescott Capital is the beneficial owner of 1,765,491 shares of Common Stock as of December 31, 2011 and Mr. Phil Frohlich is the beneficial owner of 1,765,491 shares of Common Stock as of December 31, 2011. |
| (b) | Prescott Capital and Mr. Phil Frohlich are the beneficial owners of 10.3% of the outstanding shares of Common Stock as of December 31, 2011. This percentage is determined by dividing 1,765,491 by 17,220,462, the number of shares of Common Stock issued and outstanding as of August 11, 2011, as reported in the Issuer’s 10-Q filed on December 1, 2011. |
| (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 1,765,491 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 1,765,491 shares of Common Stock held by Prescott Master Fund. |
| Item 5 | Ownership of Five Percent or Less of a Class. |
Inapplicable.
| 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.
| Item 10 | Certification. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.
| Page 9 of 12 Pages |
| Exhibits | Exhibit 1 |
Joint Filing Agreement dated January 9, 2012, between Prescott Capital, the Small Cap Funds and Mr. Phil Frohlich.
| Page 10 of 12 Pages |
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: January 9, 2012
| 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 | ||
| Page 11 of 12 Pages |
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Class A common stock, par value $.01 per share, of Comstock Homebuilding Companies, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of January 9, 2012.
| 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 |
| Page 12 of 12 Pages |
| 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 | ||