Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Clemente Christopher
   2. Issuer Name and Ticker or Trading Symbol
Comstock Homebuilding 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)
11465 SUNSET HILLS ROAD FOURTH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
02/12/2010
(Street)

RESTON, VA 20190		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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               1,454,627 D  
Class A Common Stock               1,000 I Custodian for Nicholas Schar Clemente
Class A Common Stock               1,000 I Custodian for Michael Douglas Schar Clemente
Class A Common Stock               1,000 I Custodian for Dylan Schar Clemente
Class A Common Stock               1,000 I Custodian for Noah Fitzgerald Schar Clemente
Class A Common Stock               1,000 I Custodian for Mary Madeline Schar Clemente
Class A Common Stock               96,243 I By Spouse
Class A Common Stock               69,333 I By FR 54, LLC (1)
Class B Common Stock               1,366,750 I By FR 54, LLC (1)

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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)		 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
Employee Stock Option (right to buy) $ 23.9 12/31/2007   D     41,096 12/31/2006 07/05/2015 Class A Common Stock 41,096 $ 0 (1) 0 D  
Employee Stock Option (right to buy) $ 1 12/31/2007   A   25,000     (2) 12/31/2017 Class A Common Stock 25,000 $ 0 (3) 25,000 I By Spouse
Stock Warrant (right to buy) $ 0.7 02/12/2010   D     500,000 12/23/2009 03/14/2015 Class A Common Stock 500,000 $ 0 (4) (5) 1,000,000 I By Stonehenge Funding, LC

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Clemente Christopher
11465 SUNSET HILLS ROAD FOURTH FLOOR
RESTON, VA 20190		   X   X   Chairman and CEO  

Signatures

 /s/ Jubal Thompson, by power of attorney   02/15/2010
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The Reporting Person received no consideration for the cancellation.
(2) The options vest in four annual equal installments, commencing on December 15, 2008.
(3) Granted in consideration for services performed by Tracy Schar, the Reporting Person's spouse.
(4) As disclosed in Form 8-K/A filed with the Securities and Exchange Commission on January 5, 2010: On December 23, 2009, Stonehenge Funding, LC (the "Subordinate Lender"), an entity wholly-owned by Christopher Clemente, the Chairman and Chief Executive Officer of Comstock Homebuilding Companies, Inc. (the "Company"), completed the purchase of that certain senior unsecured note in the current outstanding amount of approximately $9,000,000.00, plus accrued and unpaid interest, as more particularly described in that certain Amended and Restated Indenture between the Company and JP Morgan Ventures ("JPMV") dated March 14, 2008 (the "JP Morgan Debt"). (Continued to footnote 5)
(5) The purchase of the JP Morgan Debt also resulted in the transfer to the Subordinate Lender of a warrant previously issued to JPMV for the purchase of one million five hundred thousand (1,500,000) shares of the Company's Class A Common Stock. On February 12, 2010, Stonehenge entered into an agreement with the Company pursuant to which it relinquished its warrant for the purchase of 1,500,000 shares and received in exchange a warrant for the purchase of 1,000,000 shares. Stonehenge received no consideration for the relinquishment.

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