SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Snyder Steven

(Last)

(First)

(Middle)

20110 ASHBROOK PLACE

SUITE 130

(Street)

ASHBURN

20147

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/31/2010

3. Issuer Name and Ticker or Trading Symbol
STEELCLOUD INC [ SCLD ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CHIEF FINANCIAL OFFICER

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	156,250	I	See Footnote⁽¹⁾
Common Stock	100,000	D
Common Stock	300,000⁽²⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Convertible Promissory Note	03/31/2010	12/31/2011	Common Stock	250,000	$0.1	I	See Footnote⁽¹⁾
Convertible Promissory Note	07/01/2010	07/01/2013	Common Stock	62,500	$0.15	I	See Footnote⁽¹⁾
Convertible Promissory Note	03/31/2010	03/31/2014	Common Stock	125,000	$0.15	I	See Footnote⁽¹⁾
Convertible Promissory Note	03/31/2011	03/31/2015	Common Stock	200,000⁽³⁾	$0.1	D

Explanation of Responses:

1. Mr. Snyder's ownership in the Shares, Convertible Promissory Note and Warrants is based on an investment he made in Caledonia Capital Corporation prior to his serving as our Chief Financial Officer. Caledonia Capital Corporation purchased shares, and entered into the Convertible Promissory Note and Warrants with SteelCloud, Inc., and holds these securities in its name; however, Mr. Snyder has a pecuniary interest in these securities.

2. The 300,000 shares of common stock vest ratably over 12 months, at the rate of 25,000 shares per month, beginning on March 31, 2010 and continuing on the last business days of each of the next eleven months.

3. The Stock Option vests ratably over 2 years, at the rate of 100,000 shares of common stock per year on March 31, 2011, and 100,000 shares of common stock on March 31, 2012.

	/s/ Steven Snyder	04/12/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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