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*
North & Webster LLC

(Last) (First) (Middle)
1430 MASSACHUSETTS AVE.

(Street)
CAMBRIDGE MA 02138

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SED INTERNATIONAL HOLDINGS INC [ SECX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
See Footnotes
3. Date of Earliest Transaction (Month/Day/Year)
06/16/2008
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 $.01 06/16/2008 P 1,000 A $1.4 34,488 I(1) By Managed Accounts(2)
Common Stock, par value $.01 06/16/2008 P 500 A $1.3 166,685 I(1) By North & Webster Val. Opp. Fund(3)
Common Stock, par value $.01 6,199 D(1)(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
North & Webster LLC

(Last) (First) (Middle)
1430 MASSACHUSETTS AVE.

(Street)
CAMBRIDGE MA 02138

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

(Last) (First) (Middle)
1430 MASSACHUSETTS AVE.

(Street)
CAMBRIDGE MA 02138

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Kidston Samuel A

(Last) (First) (Middle)
1430 MASSACHUSETTS AVE.

(Street)
CAMBRIDGE MA 02138

(City) (State) (Zip)
Explanation of Responses:
1. The Reporting Persons are members of a Section 13(d) group that owns more than 10% of the Issuer's outstanding common stock. The Reporting Persons, as members of a Section 13(d) group with respect to the securities of the Issuer with Hummingbird Management, LLC and Todd Rosner may also be deemed to beneficially own an additional 281,200 shares and 215,332 shares of the Issuer beneficially owned by Hummingbird Management, LLC and Todd Rosner, respectively. The Reporting Persons disclaim beneficial ownership of such shares.
2. 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. Kidson 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 Value Opportunities Fund, LP. North & Webster, LLC, as the General Partners of North & Webster Value Opportunities Fund, LP, may be deemed to beneficially own the shares owned by North & Webster Value Opportunities Fund, LP. Mr. Kidston, as Managing Member of North & Webster, LLC, may be deemed to beneficially own the shares owned by North & Webster Value Opportunities Fund, LP. 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. 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.
By: North & Webster, LLC, By: /s/ Samuel A. Kidston, Managing Member 06/18/2008
By: North & Webster Value Opportunities Fund, By: North & Webster, LLC, its General Partner, By: /s/ Samuel A. Kidston, Managing Member 06/18/2008
/s/ Kidston, Samuel A 06/18/2008
** 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.
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