SEC FORM 4

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

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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^*

PINCUS ROBERT P

(Last)

(First)

(Middle)

1886 METRO CENTER DRIVE, 4TH FLOOR

(Street)

RESTON

20190

(City)

(State)

(Zip)

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	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/14/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/12/2015		A		2,857⁽²⁾	A	$0.00	17,729⁽³⁾⁽⁵⁾	D
Class A Common Stock	03/15/2017		A		2,419⁽¹⁾	A	$0.00	20,148⁽⁵⁾	D
Class A Common Stock	04/06/2017		P		11,000	A	$1	31,148⁽⁵⁾	D
Class A Common Stock								1,382⁽⁵⁾	I	RLR Investment Management LLC⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
A warrant to purchase Class A Common Stock	$7.53	11/12/2014		A		892⁽⁶⁾		05/12/2015	11/12/2024	Class A Common Stock	892	$0.00	892	D

Explanation of Responses:

1. These shares were granted for services provided in 2017.

2. These shares were issued in connection with the Comstock Growth Fund Private Placement offering.

3. Includes 1,976 shares of Class A Common Stock representing acquisitions in a prior year inadvertantly omitted from previous filings.

4. These securities are owned directly by RLR Investment Management, LLC ("RLR"). Mr. Pincus is the sole manager of RLR and as such has the power to direct the vote and to direct the disposition of investments owned by RLR. Mr. Pincus, his spouse, and LMP 2005 Trust, a trust established for the benefit of Mr. Pincus's minor son, are the remaining members of RLR. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

5. The totals listed in Column 5 of Table I and Column 9 of Table II of this Form 5 reflect a 7-for-1 reverse stock split that occurred with respect to Comstock's common stock on September 25, 2015.

6. These warrants were issued in connection with the Comstock Growth Fund Private Placement offering.

Remarks:

	/s/ Jubal Thompson, by power of attorney	04/10/2017
	** 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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