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Stonehenge Funding, L.C.

Disclosed activity across 1 company

Tapewire entity
156124
SEC CIK
0001780405

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Reported relationships

Latest disclosed role at each company.

CompanyLast reported asReport datePublished
Comstock Holding Companies, Inc.CHCI · Entity 629410% ownerApril 30, 2019July 08, 2019

Disclosed balances

About these balances

Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.

Comstock Holding Companies, Inc.

Report date April 30, 2019 · Filed July 08, 2019

Jointly reported with Clemente Christopher, Comstock Development Services, L.C., FR 54, L.C.

Security / awardOwnership accountDisclosed shares / unitsDisclosure context
Class A Common StockSEC Table I · non-derivativeIndirectSee Footnote3,460,235 Reported balance After 2019-04-30 transaction · row 1 Holding and transaction disclosures are not merged.
1 source row

Row 1 · 2019-04-30 · Other · Acquired 3,100,000 · Balance 3,460,235

F1: 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").

F2: (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.

F4: By CDS.

Class A Common StockSEC Table I · non-derivativeIndirectSee Footnote733,654 Reported balance After 2019-04-30 transaction · row 2 Holding and transaction disclosures are not merged.
1 source row

Row 2 · 2019-04-30 · Other · Acquired 723,750 · Balance 733,654

F3: 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.

F5: By FR54.

Class A Common StockSEC Table I · non-derivativeIndirectSee Footnote3,510,235 Reported balance After 2019-04-30 transaction · row 3 Holding and transaction disclosures are not merged.
1 source row

Row 3 · 2019-04-30 · Other · Acquired 50,000 · Balance 3,510,235

F4: By CDS.

Class A Common StockSEC Table I · non-derivativeIndirectSee Footnote3,660,235 Reported balance After 2019-04-30 transaction · row 4 Holding and transaction disclosures are not merged.
1 source row

Row 4 · 2019-04-30 · Other · Acquired 150,000 · Balance 3,660,235

F4: By CDS.

Class A Common StockSEC Table I · non-derivativeIndirectSee Footnote29,984 Reported balance Holding disclosure · report date 2019-04-30 · row 5 Holding and transaction disclosures are not merged.
1 source row

Row 5 · Balance 29,984

F6: By the reporting person's spouse.

Class A Common StockSEC Table I · non-derivativeIndirectSee Footnote2,142 Reported balance Holding disclosure · report date 2019-04-30 · row 6 Holding and transaction disclosures are not merged.
1 source row

Row 6 · Balance 2,142

F7: By a trust for the benefit of the reporting person's children, of which the reporting person is custodian.

Class A Common StockSEC Table I · non-derivativeIndirectSee Footnote2,142 Reported balance Holding disclosure · report date 2019-04-30 · row 7 Holding and transaction disclosures are not merged.
1 source row

Row 7 · Balance 2,142

F7: By a trust for the benefit of the reporting person's children, of which the reporting person is custodian.

Class A Common StockSEC Table I · non-derivativeIndirectSee Footnote2,142 Reported balance Holding disclosure · report date 2019-04-30 · row 8 Holding and transaction disclosures are not merged.
1 source row

Row 8 · Balance 2,142

F7: By a trust for the benefit of the reporting person's children, of which the reporting person is custodian.

Class A Common StockSEC Table I · non-derivativeIndirectSee Footnote2,142 Reported balance Holding disclosure · report date 2019-04-30 · row 9 Holding and transaction disclosures are not merged.
1 source row

Row 9 · Balance 2,142

F7: By a trust for the benefit of the reporting person's children, of which the reporting person is custodian.

Class A Common StockSEC Table I · non-derivativeIndirectSee Footnote2,142 Reported balance Holding disclosure · report date 2019-04-30 · row 10 Holding and transaction disclosures are not merged.
1 source row

Row 10 · Balance 2,142

F7: By a trust for the benefit of the reporting person's children, of which the reporting person is custodian.

Class A Common StockSEC Table I · non-derivativeIndirectSee Footnote2,142 Reported balance Holding disclosure · report date 2019-04-30 · row 11 Holding and transaction disclosures are not merged.
1 source row

Row 11 · Balance 2,142

F7: By a trust for the benefit of the reporting person's children, of which the reporting person is custodian.

Class A Common StockSEC Table I · non-derivativeIndirectSee Footnote124,465 Reported balance Holding disclosure · report date 2019-04-30 · row 12 Holding and transaction disclosures are not merged.
1 source row

Row 12 · Balance 124,465

F8: By Stonehenge.

WarrantSEC Table II · derivative / convertible security · Conversion / exercise price $1.93 · Expires 2026-07-12IndirectSee Footnote0 Reported balance After 2019-04-30 transaction · row 16 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 16 · 2019-04-30 · Other · Disposed 50,000 · Balance 0

F4: By CDS.

WarrantSEC Table II · derivative / convertible security · Conversion / exercise price $1.76 · Expires 2026-08-15IndirectSee Footnote0 Reported balance After 2019-04-30 transaction · row 17 Instrument identity requires review; Table II rows are not merged.
1 source row

Row 17 · 2019-04-30 · Other · Disposed 150,000 · Balance 0

F4: By CDS.

Class A Common StockSEC Table I · non-derivativeDirect238,419 Reported balance Holding disclosure · report date 2019-04-30 · row 13 Holding and transaction disclosures are not merged.
1 source row

Row 13 · Balance 238,419

Class B Common StockSEC Table I · non-derivativeDirect25,000 Reported balance Holding disclosure · report date 2019-04-30 · row 14 Holding and transaction disclosures are not merged.
1 source row

Row 14 · Balance 25,000

F9: 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.

Class B Common StockSEC Table I · non-derivativeIndirectSee Footnote195,250 Reported balance Holding disclosure · report date 2019-04-30 · row 15 Holding and transaction disclosures are not merged.
1 source row

Row 15 · Balance 195,250

F5: By FR54.

Filing footnotes · ownership attribution and instrument terms

F1: 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").

F2: (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.

F3: 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.

F4: By CDS.

F5: By FR54.

F6: By the reporting person's spouse.

F7: By a trust for the benefit of the reporting person's children, of which the reporting person is custodian.

F8: By Stonehenge.

F9: 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.

Transaction history

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Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”

The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.

Transaction dateCompanyActivity / securityShares / unitsReported priceReported valueDetails
April 30, 2019 Filed Jul 8, 2019 20:30 UTC Comstock Holding Companies, Inc. CHCI · Entity 6294 OtherWarrant · Derivative 150,000 $0.00 Strike: $1.76 $0.00
Disclosure

SEC source: 0000899243-19-019315 · doc4.xml · derivative · entry 17

Clemente Christopher · CIK 0001311081 · Director · CEO · 10% owner

Comstock Development Services, L.C. · CIK 0001780362 · 10% owner

FR 54, L.C. · CIK 0001780355 · 10% owner

Stonehenge Funding, L.C. · CIK 0001780405 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 150,000 shares

Expires 2026-08-15

F4 · ownership.nature: By CDS.

Read SEC document
April 30, 2019 Filed Jul 8, 2019 20:30 UTC Comstock Holding Companies, Inc. CHCI · Entity 6294 OtherWarrant · Derivative 50,000 $0.00 Strike: $1.93 $0.00
Disclosure

SEC source: 0000899243-19-019315 · doc4.xml · derivative · entry 16

Clemente Christopher · CIK 0001311081 · Director · CEO · 10% owner

Comstock Development Services, L.C. · CIK 0001780362 · 10% owner

FR 54, L.C. · CIK 0001780355 · 10% owner

Stonehenge Funding, L.C. · CIK 0001780405 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 50,000 shares

Expires 2026-07-12

F4 · ownership.nature: By CDS.

Read SEC document
April 30, 2019 Filed Jul 8, 2019 20:30 UTC Comstock Holding Companies, Inc. CHCI · Entity 6294 OtherClass A Common Stock 150,000 $1.76 $263,400.00
Disclosure

SEC source: 0000899243-19-019315 · doc4.xml · nonDerivative · entry 4

Clemente Christopher · CIK 0001311081 · Director · CEO · 10% owner

Comstock Development Services, L.C. · CIK 0001780362 · 10% owner

FR 54, L.C. · CIK 0001780355 · 10% owner

Stonehenge Funding, L.C. · CIK 0001780405 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 3,660,235

F4 · ownership.nature: By CDS.

Read SEC document
April 30, 2019 Filed Jul 8, 2019 20:30 UTC Comstock Holding Companies, Inc. CHCI · Entity 6294 OtherClass A Common Stock 50,000 $1.93 $96,500.00
Disclosure

SEC source: 0000899243-19-019315 · doc4.xml · nonDerivative · entry 3

Clemente Christopher · CIK 0001311081 · Director · CEO · 10% owner

Comstock Development Services, L.C. · CIK 0001780362 · 10% owner

FR 54, L.C. · CIK 0001780355 · 10% owner

Stonehenge Funding, L.C. · CIK 0001780405 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 3,510,235

F4 · ownership.nature: By CDS.

Read SEC document
April 30, 2019 Filed Jul 8, 2019 20:30 UTC Comstock Holding Companies, Inc. CHCI · Entity 6294 OtherClass A Common Stock 723,750 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-19-019315 · doc4.xml · nonDerivative · entry 2

Clemente Christopher · CIK 0001311081 · Director · CEO · 10% owner

Comstock Development Services, L.C. · CIK 0001780362 · 10% owner

FR 54, L.C. · CIK 0001780355 · 10% owner

Stonehenge Funding, L.C. · CIK 0001780405 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 733,654

F3 · kind: 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.

F3 · price: 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.

F5 · ownership.nature: By FR54.

Read SEC document
April 30, 2019 Filed Jul 8, 2019 20:30 UTC Comstock Holding Companies, Inc. CHCI · Entity 6294 OtherClass A Common Stock 3,100,000 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-19-019315 · doc4.xml · nonDerivative · entry 1

Clemente Christopher · CIK 0001311081 · Director · CEO · 10% owner

Comstock Development Services, L.C. · CIK 0001780362 · 10% owner

FR 54, L.C. · CIK 0001780355 · 10% owner

Stonehenge Funding, L.C. · CIK 0001780405 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 3,460,235

F1 · kind: 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").

F2 · kind: (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.

F1 · price: 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").

F2 · price: (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.

F4 · ownership.nature: By CDS.

Read SEC document

Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.