-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JotzPJbXNSjeylPZlhlqC3tXKLdeHnnKkTqPo/JCumz3jFdfAJZ9DUOkfaIcojSE d2gMyYg85DLB1/9qnetRFA== 0001078782-10-000102.txt : 20100120 0001078782-10-000102.hdr.sgml : 20100120 20100119174956 ACCESSION NUMBER: 0001078782-10-000102 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100120 DATE AS OF CHANGE: 20100119 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DIAMOND JEANIE CENTRAL INDEX KEY: 0001390286 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C/O SED INTERNATIONAL HOLDINGS INC STREET 2: 4916 NORTH ROYAL ATLANTA DRIVE CITY: TUCKER STATE: GA ZIP: 30084 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SED INTERNATIONAL HOLDINGS INC CENTRAL INDEX KEY: 0000800286 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 222715444 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37943 FILM NUMBER: 10534200 BUSINESS ADDRESS: STREET 1: 4916 N ROYAL ATLANTA DR CITY: TUCKER STATE: GA ZIP: 30085 BUSINESS PHONE: 7709418962 MAIL ADDRESS: STREET 1: 4916 NORTH ROYAL ATLANTA DRIVE CITY: TUCKER STATE: GA ZIP: 30085 FORMER COMPANY: FORMER CONFORMED NAME: SOUTHERN ELECTRONICS CORP DATE OF NAME CHANGE: 19920703 SC 13D/A 1 sed13da3jdiamond011910.htm SCHEDULE 13D/A 13D


SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


SCHEDULE 13D

(Amendment No. 3 )*


INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)



SED INTERNATIONAL HOLDINGS, INC

(Name of Issuer)

 

 

Common Stock, par value $.01 per share

(Title of Class of Securities)

 

784109209

 (CUSIP Number)

 

Jean Diamond

c/o SED International Holdings, Inc.

4916 North Royal Atlanta Drive, Tucker, Georgia

Tel: (770) 491-8962

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

December 9, 2009

(Date of Event which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [  ].





*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.


The information required on 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 (however, see the Notes).




SCHEDULE

 

13D

 

CUSIP NO. 784109209

 

Page 2 of 4 Pages



(1)

Names of Reporting Persons

S.S. or I.R.S. Identification

Nos. Of Above Persons

Jean Diamond


(2)

Check the appropriate Box

(a)

if a Member of a Group

(b)


(3)

SEC Use Only


(4)

Source of Funds

PF

(5)

Check Box if Disclosure of Legal

£

Proceedings is Required Pursuant

to Items 2(d) or 2(e)


(6)

Citizenship or Place of

Organization

United States



Number of Shares

Beneficially Owned

Each Reporting

Person With

 


(7)

Sole Voting Power

246,558

 


(8)

Shared Voting

271,426

 


(9)

Sole Dispositive

246,558

 


(10)

Shared Dispositive Power

271,426


(11)

Aggregate Amount Beneficially

Owned by Each Reporting Person

567,984


(12)

Check Box if the Aggregate Amount

in Row (11) Excludes Certain Shares

£


(13)

Percent of Class Represented

by Amount in Row 11

11.09%


(14)

Type of Reporting Person

IN


*SEE INSTRUCTIONS BEFORE FILLING OUT






SCHEDULE

 

13D

 

CUSIP NO. 784109209

 

Page 3 of 4 Pages



Item 1.

Security and Issuer.


This Amendment No. 3 (the “Amendment”) is filed by Jean Diamond (“Mrs. Diamond”), pursuant to Rule 13d-2 of the Securities Exchange Act of 1934 and amends Items 2(c), 3 and 5 of the initial Statement on Schedule 13D filed by Mrs. Diamond on December 19, 2007, Amendment No. 1 filed on February 2, 2009 and Amendment No. 2 filed on July 30, 2009 (the initial Schedule 13D and together with the Amendments, the “Statement”).  The Statement relates to the shares of common stock, par value $0.01 per share (the “Shares”), of SED International Holdings, Inc., a Georgia corporation (the “Company”), whose principal executive offices are located at 4916 North Royal Atlanta Drive, Tucker, Georgia 30084.



Item 2. Identity and Background.


(c) As of December 9, 2009, Mrs. Diamond retired as CEO of the Company but remained director on the Company’s Board of Directors.


Item 3. Source and Amount of Funds or Other Consideration.


The Reporting Person’s beneficial ownership (as such term is defined under Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of 567,984 Shares includes: (i) 50,000 Shares underlying an immediately exercisable stock option; and (ii) 517,984 Shares which includes: (a) 246,558 Shares, of which 42,558 Shares were acquired by stock grant of the Company on 10/23/2007 and 204,000 Shares were acquired with personal funds pursuant to successive Rule 10b5-1 trading plans adopted by the Reporting Person in September 2007 and October 2008; and (b) 271,426 Shares held by the Marital Trust of which Mrs. Diamond is co-trustee.



Item 5.

  Interest in Securities of the Issuer.


(a)  

The Reporting Person is deemed to beneficially own all 567,984 Shares, representing 11.09% of the outstanding Shares calculated in accordance with Rule 13d-3 of the Exchange Act.  The percentage of outstanding Shares beneficially owned by the Reporting Person is based upon the aggregate of 5,123,715 outstanding Shares as of January 14, 2010 consisting of: (x) 5,073,715 Shares outstanding as of January 14, 2010; and (y) 50,000 Shares underlying the Reporting Person’s option; and


(b)  The Reporting Person has the sole power to vote or to direct the vote, and sole power to dispose or to direct the disposition of all 567,984 Shares beneficially owned by her with the following exceptions: (i) the Shares underlying the aforementioned option cannot be voted or disposed of until exercise of such option and acquisition of the underlying Shares; and (ii) with respect to 271,426 of these Shares held in the Marital Trust, such powers are shared with her co-trustee, Mrs. Elster; and







SCHEDULE

 

13D

 

CUSIP NO. 784109209

 

Page 4 of 4 Pages



(c)  The Reporting Person was awarded, on January 4, 2010, 891 restricted Shares by the Company for director compensation and did not have any other transactions in the Shares during the past sixty days.



SIGNATURES


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:  January 14, 2010



/s/ Jean Diamond

Jean Diamond






-----END PRIVACY-ENHANCED MESSAGE-----