Comstock Homebuilding Companies, Inc.
Comstock Holding Companies, Inc. (Form: SC 13G/A, Received: 02/10/2017 16:13:04)

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13G/A

(Amendment No. 5)

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

 

 

Comstock Holding Companies, Inc.

(Name of Issuer)

Class A common stock, par value $.01 per share

(Title of Class of Securities)

205684103

(CUSIP Number)

December 31, 2016

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒ Rule 13d-1(b)

☐ Rule 13d-1(c)

☐ Rule 13d-1(d)

 

 

 


CUSIP No. 205684103   13G/A  

 

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Prescott Group Capital Management, L.L.C.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

State of Oklahoma

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

275,572

   6   

SHARED VOTING POWER

 

0

   7   

SOLE DISPOSITIVE POWER

 

275,572

   8   

SHARED DISPOSITIVE POWER

 

0

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

275,572

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

9.1%**

12  

TYPE OF REPORTING PERSON*

 

IA

 

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4(b).

 

2


CUSIP No. 205684103   13G/A  

 

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Prescott Group Aggressive Small Cap, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

State of Oklahoma

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

275,572

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

275,572

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

275,572

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

9.1%**

12  

TYPE OF REPORTING PERSON*

 

PN

 

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4(b).

 

3


CUSIP No. 205684103   13G/A  

 

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Prescott Group Aggressive Small Cap II, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

State of Oklahoma

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

275,572

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

275,572

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

275,572

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

9.1%**

12  

TYPE OF REPORTING PERSON*

 

PN

 

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4(b).

 

4


CUSIP No. 205684103   13G/A  

 

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Phil Frohlich

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

U.S. Citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

275,572

   6   

SHARED VOTING POWER

 

0

   7   

SOLE DISPOSITIVE POWER

 

275,572

   8   

SHARED DISPOSITIVE POWER

 

0

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

275,572

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

9.1%**

12  

TYPE OF REPORTING PERSON*

 

IN

 

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4(b).

 

5


SCHEDULE 13G/A

This Amendment No. 5 (this “Amendment”) to the Schedule 13G (the “Schedule 13G”) is being filed on behalf of Prescott Group Capital Management, L.L.C., an Oklahoma limited liability company (“Prescott Capital”), Prescott Group Aggressive Small Cap, L.P., an Oklahoma limited partnership (“Prescott Small Cap”), Prescott Group Aggressive Small Cap II, L.P., an Oklahoma limited partnership (“Prescott Small Cap II” and, together with Prescott Small Cap, the “Small Cap Funds”), and Mr. Phil Frohlich, the principal of Prescott Capital, relating to shares of Class A common stock, par value $.01 per share (the “Common Stock”), of Comstock Holding Companies, Inc., a Delaware corporation (the “Issuer”).

This Amendment relates to shares of Common Stock of the Issuer purchased by the Small Cap Funds through the account of Prescott Group Aggressive Small Cap Master Fund, G.P., an Oklahoma general partnership (“Prescott Master Fund”), of which the Small Cap Funds are general partners. Prescott Capital serves as the general partner of the Small Cap Funds and may direct the Small Cap Funds, the general partners of Prescott Master Fund, to direct the vote and disposition of the 275,572 shares of Common Stock held by Prescott Master Fund. As the principal of Prescott Capital, Mr. Frohlich may direct the vote and disposition of the 275,572 shares of Common Stock held by Prescott Master Fund.

This Amendment amends and restates the Schedule 13G as follows.

 

Item 1(a) Name of Issuer.

Comstock Holding Companies, Inc.

 

Item 1(b) Address of Issuer’s Principal Executive Offices.

1886 Metro Center Drive, Fourth Floor

Reston, Virginia 20190

 

Item 2(a) Name of Person Filing.

Prescott Group Capital Management, L.L.C. (“Prescott Capital”), Prescott Group Aggressive Small Cap, L.P. (“Prescott Small Cap”), Prescott Group Aggressive Small Cap II, L.P. (“Prescott Small Cap II” and, together with Prescott Small Cap, the “Small Cap Funds”) and Mr. Phil Frohlich.

 

Item 2(b) Address of Principal Business Office, or, if none, Residence.

1924 South Utica, Suite 1120

Tulsa, Oklahoma 74104-6529

 

6


Item 2(c) Citizenship or Place of Organization.

Prescott Capital is an Oklahoma limited liability company. The Small Cap Funds are Oklahoma limited partnerships. Mr. Phil Frohlich is the principal of Prescott Capital and is a U.S. citizen.

 

Item 2(d) Title of Class of Securities.

Class A common stock, par value $.01 per share (the “Common Stock”).

 

Item 2(e) CUSIP Number.

205684103

 

Item 3 Reporting Person.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:

 

(a)       Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)       Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)       Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)       Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)       An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
(f)       An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
(g)       A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
(h)       A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i)       A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j)       Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

7


Item 4 Ownership.

 

  (a) Prescott Capital is the beneficial owner of 275,572 shares of Common Stock and Mr. Phil Frohlich is the beneficial owner of 275,572 shares of Common Stock.

 

  (b) Prescott Capital and Mr. Phil Frohlich are the beneficial owners of 9.1% of the outstanding shares of Common Stock. This percentage is determined by dividing 275,572 by 3,028,225, the number of shares of Common Stock issued and outstanding as of November 14, 2016, as reported in the Issuer’s 10-Q filed on November 14, 2016.

 

  (c) Prescott Capital, as the general partner of the Small Cap Funds, the general partners of Prescott Master Fund, may direct the Small Cap Funds to direct the vote and disposition of the 275,572 shares of Common Stock held by Prescott Master Fund. As the principal of Prescott Capital, Mr. Phil Frohlich may direct the vote and disposition of the 275,572 shares of Common Stock held by Prescott Master Fund.

 

Item 5 Ownership of Five Percent or Less of a Class.

Inapplicable.

 

Item 6 Ownership of More Than Five Percent on Behalf of Another Person.

Inapplicable.

 

Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

Inapplicable.

 

Item 8 Identification and Classification of Members of the Group.

Inapplicable.

 

Item 9 Notice of Dissolution of Group.

Inapplicable.

 

Item 10 Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

8


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 10, 2017

 

Prescott Group Capital Management, L.L.C.
By:  

/s/ Phil Frohlich

  PHIL FROHLICH, Managing Member
Prescott Group Aggressive Small Cap, L.P.
By: Prescott Group Capital Management, L.L.C., its general partner
By:  

/s/ Phil Frohlich

  PHIL FROHLICH, Managing Member
Prescott Group Aggressive Small Cap II, L.P.
By: Prescott Group Capital Management, L.L.C., its general partner
By:  

/s/ Phil Frohlich

  PHIL FROHLICH, Managing Member

/s/ Phil Frohlich

Phil Frohlich

 

9