Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2011
(Street)


RESTON, VA 20190		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Class A Common Stock 06/24/2011   G 25,000 D $ 0 1,774,627 D  
Class A Common Stock 06/27/2011   G 2,500 D $ 0 1,772,127 D  
Class A Common Stock 09/08/2011   G 25,000 D $ 0 1,747,127 D  
Class A Common Stock 12/29/2011   G 25,000 D $ 0 1,722,127 D  
Class A Common Stock             10,000 I Custodian for Nicholas Schar Clemente (1)
Class A Common Stock             10,000 I Custodian for Michael Douglas Schar Clemente (1)
Class A Common Stock             10,000 I Custodian for Dylan Schar Clemente (1)
Class A Common Stock             10,000 I Custodian for Noah Fitzgerald Schar Clemente (1)
Class A Common Stock             10,000 I Custodian for Mary Madeline Schar Clemente (1)
Class A Common Stock             10,000 I Custodian for Haley Schar Clemente (1)
Class A Common Stock             104,372 I By Spouse
Class A Common Stock             69,333 I By FR 54, LLC (2)
Class A Common Stock             871,258 I By Stonehenge Funding, LC (3)
Class B Common Stock             1,366,750 I By FR 54, LLC (2)

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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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 1             (4) 12/31/2017 Class A Common Stock
25,000 (5)
  25,000
I
By Spouse
Stock Warrant (right to buy) $ 0.7           12/23/2009(6) 03/14/2015 Class A Common Stock
25,000
  25,000
I
By Spouse
Stock Warrant (right to buy) $ 0.86           03/12/2010 03/14/2015 Class A Common Stock
55,000 (7)
  55,000
I
By Comstock Asset Management, 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 R. Thompson, by power of attorney 02/01/2012
**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 disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these shares for Section 16 or for any other purpose.
(2) These securities are owned directly by FR 54, LLC, a limited liability company wholly-owned by the Reporting Person.
(3) These securities are owned directly by Stonehenge Funding, LC, a limited liability company of which the majority is owned by the Reporting Person.
(4) The options vest in four annual equal installments, commencing on December 15, 2008.
(5) Granted in consideration for services performed by Tracy Schar, the Reporting Person's spouse.
(6) 12/23/2009 is the date of exercise only if title to the warrants, due to forfeiture, revert back to the Reporting Person or Stonehenge Funding, LC. The exercise date and other warrant terms have been modified in a private agreement not involving the issuer.
(7) Granted to Comstock Asset Management, LC, a limited liability company wholly-owned by the Reporting Person, by the Issuer in connection with the cancellation and forgiveness of certain indebtedness.

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