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*
Rosner Todd

(Last) (First) (Middle)
ONE INTERNATIONAL PLACE
SUITE 2401

(Street)
BOSTON MA 02110

(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 1,606 A $1.35 156,828 I(1) By Deep Woods Partners QP, LP(2)
Common Stock, par value $.01 06/16/2008 P 594 A $1.35 58,504 I(1) By Deep Woods Partners, LP(3)
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*
Rosner Todd

(Last) (First) (Middle)
ONE INTERNATIONAL PLACE
SUITE 2401

(Street)
BOSTON MA 02110

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Deep Woods Partners LP

(Last) (First) (Middle)
ONE INTERNATIONAL PLACE
SUITE 2401

(Street)
BOSTON MA 02110

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Deep Woods Partners QP, LP

(Last) (First) (Middle)
ONE INTERNATIONAL PLACE
SUITE 2401

(Street)
BOSTON MA 02110

(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 North & Webster, LLC, may also be deemed to beneficially own an additional 281,200 shares and 207,372 shares of the Issuer beneficially owned by Hummingbird Management, LLC and North & Webster, LLC, respectively. The Reporting Persons disclaim beneficial ownership of such shares.
2. Consists of shares owned by Deep Woods Partners QP, LP. Todd Rosner, as Managing Partner of Deep Woods Partners QP, LP, may be deemed to beneficially own the shares owned by Deep Woods Partners QP, LP. Mr. Rosner disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
3. Consists of shares owned by Deep Woods Partners, LP. Todd Rosner, as Managing Partner of Deep Woods Partners, LP, may be deemed to beneficially own the shares owned by Deep Woods Partners, LP. Mr. Rosner disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
/s/ Rosner, Todd 06/18/2008
By: Deep Woods Partners, LP, By: /s/ Todd Rosner, Managing Member 06/18/2008
By: Deep Woods Partners QP, LP, By: /s/ Todd Rosner, Managing Member 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.
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.