Sec Form 4 Filing - Clemente Christopher @ Comstock Holding Companies, Inc. - 2019-04-30

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) CEO (Last) (First) (Middle) 1886 METRO CENTER DR, 4TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 04/30/2019 (Street) RESTON, VA20190 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 04/30/2019 J( 1 )( 2 ) 3,100,000 A 3,460,235 I See Footnote ( 4 ) Class A Common Stock 04/30/2019 J( 3 ) 723,750 A 733,654 I See Footnote ( 5 ) Class A Common Stock 04/30/2019 X 50,000 A $ 1.93 3,510,235 I See Footnote ( 4 ) Class A Common Stock 04/30/2019 X 150,000 A $ 1.756 3,660,235 I See Footnote ( 4 ) Class A Common Stock 29,984 I See Footnote ( 6 ) Class A Common Stock 2,142 I See Footnote ( 7 ) Class A Common Stock 2,142 I See Footnote ( 7 ) Class A Common Stock 2,142 I See Footnote ( 7 ) Class A Common Stock 2,142 I See Footnote ( 7 ) Class A Common Stock 2,142 I See Footnote ( 7 ) Class A Common Stock 2,142 I See Footnote ( 7 ) Class A Common Stock 124,465 I See Footnote ( 8 ) Class A Common Stock 238,419 D Class B Common Stock ( 9 ) 25,000 D Class B Common Stock 195,250 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 Warrant $ 1.93 04/30/2019 X 50,000 04/13/2018 07/12/2026 Common Stock 50,000 $ 0 0 I See Footnote ( 4 ) Warrant $ 1.756 04/30/2019 X 150,000 02/15/2017 08/15/2026 Common Stock 150,000 $ 0 0 I See Footnote ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Clemente Christopher 1886 METRO CENTER DR 4TH FLOOR RESTON, VA20190 X X CEO Comstock Development Services, L.C. 1886 METRO CENTER DRIVE, FOURTH FLOOR RESTON, VA20190 X FR 54, L.C. 1886 METRO CENTER DRIVE, FOURTH FLOOR RESTON, VA20190 X Stonehenge Funding, L.C. 1886 METRO CENTER DRIVE, FOURTH FLOOR RESTON, VA20190 X Signatures /s/ Christopher Clemente 07/08/2019 Signature of Reporting Person Date Comstock Development Services, L.C., By: /s/ Christopher Clemente, Title: Manager 07/08/2019 Signature of Reporting Person Date FR54, L.C., By: /s/ Christopher Clemente, Title: Manager 07/08/2019 Signature of Reporting Person Date Stonehenge Funding, L.C., By: /s/ Christopher Clemente, Title: Manager 07/08/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On April 30, 2019, the Issuer entered into a Master Transfer Agreement (the "MTA") with Comstock Development Services, LLC ("CDS"), which is wholly-owned by the Reporting Person, and FR 54, LLC ("FR54"), an entity controlled by the Reporting Person, that sets forth certain transactions to complete the Issuer's exit from the homebuilding and land development business in favor of a migration to an asset management model (the "Transition Transactions"). As set forth in the MTA, the Issuer transferred to CDS the management of and its Class A membership interests ("Class A Units") and associated liabilities in Comstock Investors X, L.C. ("Investors X"), the entity that owns the Issuer's residual homebuilding operations, in exchange for the transfer of CDS' Class B membership interests in Investors X, which entitle the Issuer to priority distribution of distributable cash flow from Investor X's projects ("Class B Units"). ( 2 )(Continued from Footnote 1) As of the date of the MTA, the Class B Units had a capital account balance of approximately $18,500,000 (the "Capital Account"). As additional consideration for the transfer of the Class B Units, the Issuer issued to CDS (i) 1,220,000 shares of the Company's Series C Non-Convertible Preferred Stock, par value $0.01 per share, valued at a price of $5.00 per share for purposes of this transaction ("Series C Stock"), and (ii) 3,100,000 shares of Class A Common Stock, par value $0.01 per share, valued at an above market price of $4.00 per share for purposes of this transaction. ( 3 )Previously, Stonehenge Funding, L.C., a former lender to the Issuer ("Stonehenge") and controlled by the Reporting Person, received shares of the Issuer's Series C Stock from the Issuer in lieu of repayment of a portion of an unsecured loan payable to Stonehenge, and FR54, a member of Stonehenge, received a distribution of shares of Series C Stock from Stonehenge. Pursuant to the MTA, FR54 transferred to the Issuer 579,158 shares of Series C Stock, which were immediately cancelled by the Issuer, in exchange for the issuance of 723,750 newly issued shares of Class A Common Stock valued at an above market price of $4.00 per share for purposes of the transaction. ( 4 )By CDS. ( 5 )By FR54. ( 6 )By the reporting person's spouse. ( 7 )By a trust for the benefit of the reporting person's children, of which the reporting person is custodian. ( 8 )By Stonehenge. ( 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.

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