X0202 4 2004-12-17 0 0001299969 Comstock Homebuilding Companies, Inc. CHCI 0001311243 Benson Gregory V 11465 SUNSET HILLS ROAD, SUITE 510 RESTON VA 20190 1 1 1 0 President and CFO Class A Common Sock 2004-12-17 4 J 0 1000000 A 1000000 D Class A Common Stock 2004-12-17 4 J 0 350083 A 350083 I By a limited liability company Class B Common Stock 2004-12-17 4 J 0 1366750 A 1366750 I By a limited liability company Received in exchange for 3,854 shares of common stock of the issuer, in connection with the change in the capital structure of the issuer prior to its initial public offering. The 3,854 shares of common stock were cancelled and exchanged for 1,350,083 shares of Class A Common Stock and 1,366,750 shares of Class B Common Stock, all of which securities are reported herein. The change in the capital structure became effective on December 17, 2004, upon filing of the Amended and Restated Certificate of Incorporation of the issuer with the Secretary of State of the State of Delaware. The acquisitions of the 1,350,083 shares of Class A Common Stock and 1, 366,750 shares of Class B Common Stock were exempt from Section 16(b) under Rule 16b-3 and other SEC rules. Clareth, LLC, an entity that is wholly owned by Gregory V. Benson. Each share of Class B Common Stock is convertible at any time into one share of Class A Common Stock at the option of the holder. Jubal Thompson, by power of attorney 2004-12-21