SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
COMSTOCK HOMEBUILDING COMPANIES, INC.
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(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Title of Class of Securities)
205684 10 3
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(CUSIP Number)
JUNE 24, 2005
(Date of Event Which Requires Filing of this Statement)
Check the following box to designate the rule pursuant to which this Schedule is
filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
-
|_| Rule 13d-1(d)
* The remainder of this cover page shall be filled out for reporting
person's initial filings on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosure provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act.
SCHEDULE 13G
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CUSIP NO. 205684 10 3 PAGE 2 OF 9 PAGES
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NAME OF REPORTING PERSON
Jason Ader
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
1
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) |_|
2 (B) |_|
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3 SEC USE ONLY
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CITIZENSHIP OR PLACE OF ORGANIZATION
4 United States
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NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY 5 0
OWNED BY -----------------------------------------------------
EACH SHARED VOTING POWER
REPORTING
PERSON 6 459,650 as of June 24, 2005
WITH (610,350 as of July 7, 2005)
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SOLE DISPOSITIVE POWER
7 0
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SHARED DISPOSITIVE POWER
459,650 as of June 24, 2005
8 (610,350 as of July 7, 2005)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
459,650 as of June 24, 2005 (610,350 as of July 7, 2005)
9
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10 |_|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11 5.2% as of June 24, 2005 (6.9% as of July 7, 2005)
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TYPE OF REPORTING PERSON*
12 IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
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CUSIP NO. 205684 10 3 PAGE 3 OF 9 PAGES
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NAME OF REPORTING PERSON
Hayground Cove Asset Management LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) N/A
1
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) |_|
2 (B) |_|
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3 SEC USE ONLY
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CITIZENSHIP OR PLACE OF ORGANIZATION
4 Delaware
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NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY 5
EACH -----------------------------------------------------
REPORTING SHARED VOTING POWER
PERSON
WITH 6 459,650 as of June 24, 2005
(610,350 as of July 7, 2005)
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SOLE DISPOSITIVE POWER
7 0
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SHARED DISPOSITIVE POWER
459,650 as of June 24, 2005
8 (610,350 as of July 7, 2005)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
459,650 as of June 24, 2005 (610,350 as of July 7, 2005)
9
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10 |_|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11 5.2% as of June 24, 2005 (6.9% as of July 7, 2005)
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TYPE OF REPORTING PERSON*
12 HC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
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CUSIP NO. 205684 10 3 PAGE 4 OF 9 PAGES
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NAME OF REPORTING PERSON
Hayground Cove Fund Management LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) EIN:
81-0587515
1
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) |_|
2 (B) |_|
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3 SEC USE ONLY
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CITIZENSHIP OR PLACE OF ORGANIZATION
4 Delaware
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NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY 5
EACH -----------------------------------------------------
REPORTING SHARED VOTING POWER
PERSON
WITH 459,650 as of June 24, 2005
6 (610,350 as of July 7, 2005)
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SOLE DISPOSITIVE POWER
7 0
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SHARED DISPOSITIVE POWER
459,650 as of June 24, 2005
8 (610,350 as of July 7, 2005)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9 459,650 as of June 24, 2005 (610,350 as of July 7, 2005)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10 |_|
--------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11 5.2% as of June 24, 2005 (6.9% as of July 7, 2005)
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TYPE OF REPORTING PERSON*
12 HC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
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CUSIP NO. 205684 10 3 PAGE 5 OF 9 PAGES
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NAME OF REPORTING PERSON
Hayground Cove Associates L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) EIN:
81-0587520
1
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) |_|
2 (B) |_|
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3 SEC USE ONLY
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CITIZENSHIP OR PLACE OF ORGANIZATION
4 Delaware
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NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY 5 0
OWNED BY -----------------------------------------------------
EACH SHARED VOTING POWER
REPORTING
PERSON 6 376,350 as of June 24, 2005
WITH (503,550 as of July 7, 2005)
-----------------------------------------------------
SOLE DISPOSITIVE POWER
7 0
-----------------------------------------------------
SHARED DISPOSITIVE POWER
8 376,350 as of June 24, 2005
(503,550 as of July 7, 2005)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
376,350 as of June 24, 2005 (503,550 as of July 7, 2005)
9
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
10 |_|
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.2% as of June 24, 2005 (5.7% as of July 7, 2005)
11
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TYPE OF REPORTING PERSON*
HC
12
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 6 OF 9 PAGES
ITEM 1(A). NAME OF ISSUER:
This statement on Schedule 13G (this "Statement") relates to
securities issued by Comstock Homebuilding Companies, Inc.
(the "Issuer").
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
The principal executive office of the Issuer is 11465 Sunset Hills
Road, Suite 510, Reston, Virginia 20190.
ITEM 2(A). NAME OF PERSON FILING:
This Statement is being filed by (i) Jason Ader, an individual; (ii)
Hayground Cove Asset Management LLC, a Delaware limited liability
company ("HCAM"); (iii) Hayground Cove Fund Management LLC, a
Delaware limited liability company ("HCFM"); and (iv) Hayground Cove
Associates LP, a Delaware limited partnership ("HCA" and, together
with Mr. Ader, HCAM and HCFM, the "Reporting Persons").
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE:
The principal business address and principal office address of each
of the Reporting Persons is 1370 6th Avenue, New York,
New York 10019.
ITEM 2(C). CITIZENSHIP:
Mr. Ader is a United States citizen.
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
This Statement relates to Class A common stock, $.01 par value per
share of the Issuer (the "Class A Common Stock").
ITEM 2(E). CUSIP NUMBER:
The CUSIP number relating to the Class A Common Stock is
205684 10 3.
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 240.13D-1(B) OR
240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
Not applicable.
PAGE 7 OF 9 PAGES
ITEM 4. OWNERSHIP:
(A) AMOUNT BENEFICIALLY OWNED:
As of June 24, 2005, each of Mr. Ader, HCAM and HCFM beneficially owned
459,650 shares of Class A Common Stock and HCA beneficially owned
376,350 shares of Class A Common Stock.
As of July 7, 2005 (the date on which HCA surpassed the 5% ownership
threshold with respect to Class A Common Stock), each of Mr. Ader, HCAM
and HCFM beneficially owned 610,350 shares of Class A Common Stock and
HCA beneficially owned 503,550 shares of Class A Common Stock.
(B) PERCENT OF CLASS:
As of June 24, 2005, each of Mr. Ader, HCAM and HCFM beneficially owned
5.2% of the issued and outstanding shares of Class A Common Stock and
HCA beneficially owned 4.2% of the issued and outstanding shares of
Class A Common Stock.
As of July 7, 2005, each of Mr. Ader, HCAM and HCFM beneficially owned
6.9% of the issued and outstanding shares of Class A Common Stock and
HCA beneficially owned 5.7% of the issued and outstanding shares of
Class A Common Stock.
(C) NUMBER OF SHARES AS TO WHICH THE REPORTING PERSON HAS:
As of June 24, 2005, each of Mr. Ader, HCAM and HCFM had the power to
vote and to dispose of shares of Class A Common Stock as follows:
(i) Sole power to vote or to direct the vote: -0-
(ii) Shared power to vote or to direct the vote: 459,650
(iii) Sole power to dispose or to direct the disposition of: -0-
(iv) Shared power to dispose or
to direct the disposition of: 459,650
As of June 24, 2005, HCA had the power to vote and to dispose of shares
of Class A Common Stock as follows:
(i) Sole power to vote or to direct the vote: -0-
(ii) Shared power to vote or to direct the vote: 376,350
(iii) Sole power to dispose or to direct the disposition of: -0-
(iv) Shared power to dispose or to direct the disposition
of: 376,350
As of July 7, 2005, each of Mr. Ader, HCAM and HCFM had the power to
vote and to dispose of shares of Class A Common Stock as follows:
(i) Sole power to vote or to direct the vote: -0-
(ii) Shared power to vote or to direct the vote: 610,350
(iii) Sole power to dispose or to direct the disposition of: -0-
(iv) Shared power to dispose or to direct the disposition
of: 610,350
As of July 7, 2005 HCA had the power to vote and to dispose of shares
of Class A Common Stock as follows:
(i) Sole power to vote or to direct the vote: -0-
(ii) Shared power to vote or to direct the vote: 503,550
(iii) Sole power to dispose or to direct the disposition of: -0-
(iv) Shared power to dispose or to direct the disposition
of: 503,550
PAGE 8 OF 9 PAGES
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR
CONTROL PERSON:
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
See the Joint Filing Agreement among the Reporting Persons attached
hereto as Exhibit A.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
Not applicable.
ITEM 10. CERTIFICATIONS:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above 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.
PAGE 9 OF 9 PAGES
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certify that the information set forth in this
Statement is true, complete and correct.
Dated: July 14, 2005
By: /S/ JASON ADER
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Jason Ader
HAYGROUND COVE ASSET MANAGEMENT LLC
By: /S/ JASON ADER
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Jason Ader
Sole Member
HAYGROUND COVE FUND MANAGEMENT LLC
By: Hayground Cove Asset Management LLC,
its Managing Member
By: /S/ JASON ADER
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Jason Ader
Sole Member
HAYGROUND COVE ASSOCIATES L.P.
By: Hayground Cove Fund Management LLC,
its General Partner
By: Hayground Cove Asset Management LLC,
its Managing Member
By: /S/ JASON ADER
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Jason Ader
Sole Member
EXHIBIT A
FILING AGREEMENT
BETWEEN JASON ADER,
HAYGROUND COVE ASSET MANAGEMENT LLC,
HAYGROUND COVE FUND MANAGEMENT LLC AND
HAYGROUND COVE ASSOCIATES L.P.
The undersigned hereby agree that the Schedule 13G with respect to the
Class A Common Stock, $0.01 par value, of Comstock Homebuilding Companies, Inc.
dated as of even date herewith is and shall be filed on behalf of each of us
pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the
Securities Exchange Act of 1934, as amended.
Dated: July 14, 2005
By: /S/ JASON ADER
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Jason Ader
HAYGROUND COVE ASSET MANAGEMENT LLC
By: /S/ JASON ADER
-----------------------------------------
Jason Ader
Sole Member
HAYGROUND COVE FUND MANAGEMENT LLC
By: Hayground Cove Asset Management LLC,
its Managing Member
By: /S/ JASON ADER
-------------------------------------
Jason Ader
Sole Member
HAYGROUND COVE ASSOCIATES L.P.
By: Hayground Cove Fund Management LLC,
its General Partner
By: Hayground Cove Asset Management LLC,
its Managing Member
By:/S/ JASON ADER
---------------------------------
Jason Ader
Sole Member