Sec Form 4 Filing - Clemente Christopher @ Comstock Holding Companies, Inc. - 2022-12-23

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Clemente Christopher 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 X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman and CEO (Last) (First) (Middle) 1900 RESTON METRO PLAZA, 10TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/23/2022 (Street) RESTON, VA20190 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Class A Common Stock 12/23/2022 J( 1 ) 1,848,253 D 2,811,982 I See footnote( 2 ) Class A Common Stock 12/23/2022 J( 1 ) 2,039,233 D 772,749 I See footnote( 2 ) Class A Common Stock 924,126 I See footnote.( 3 ) Class A Common Stock 12/23/2022 G( 4 ) 27,000 D $ 0 201,419 D Class A Common Stock 693,351 I See footnote( 5 ) Class A Common Stock 45,926 I See footnote( 6 ) Class A Common Stock 42,313 I See footnote( 7 ) Class A Common Stock 124,465 I See footnote( 8 ) Class B Common Stock( 9 ) 220,250 I See footnote( 5 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Clemente Christopher 1900 RESTON METRO PLAZA 10TH FLOOR RESTON, VA20190 X X Chairman and CEO Signatures /s/ Jubal Thompson, by power of attorney 12/28/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On December, 23, 2022, (i) CP Real Estate Services, LC ("CPRES"), an entity wholly-owned by Mr. Clemente, transferred 1,848,253 shares of the Company's Class A Common Stock to 11465 SH I, LLC ("11465"), an entity controlled by Mr. Clemente, who then immediately distributed the shares on a pro rata basis to Clemente Investment Management, L.C. ("CIM"), an entity controlled by Mr. Clemente, and Schar Holdings, Inc. (the "Pro Rata Distribution) and (ii) CPRES transferred 2,039,233 shares of the Company's Class A Common Stock to Schar Holdings, LLC (collectively, the "Transactions"). The Transactions are related to that certain Share Exchange and Purchase Agreement by and between the Company and CPRES for the consideration described in the Form 8-K filed by the Company with the SEC on June 13, 2022. ( 2 )By CPRES. ( 3 )By CIM, which shares were acquired pursuant to the Pro Rata Distribution. ( 4 )On December 23, 2022, Mr. Clemente gifted 3,000 shares of Class A Common Stock to members of his family, 15,000 of which are indirectly beneficially owned by Mr. Clemente. ( 5 )By FR54, LLC, an entity controlled by Mr. Clemente. ( 6 )By immediate family members or trusts for the benefit of Mr. Clemente's children, of which Mr. Clemente is currently the custodian. ( 7 )By Mr. Clemente's spouse. ( 8 )By Stonehenge Funding, L.C., an entity controlled by Mr. Clemente. ( 9 )Shares of Class B Common Stock are convertible at any time by the holder into shares of Class A Common Stock on a share-for-share basis.

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).

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