SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Snyder Steven (Last) (First) (Middle) 20110 ASHBROOK PLACE SUITE 130 (Street) ASHBURN VA 20147 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol STEELCLOUD INC [ SCLD.PK ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) CHIEF FINANCIAL OFFICER
	3. Date of Earliest Transaction (Month/Day/Year) 07/02/2010
	4. 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 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
Common Stock	07/02/2010		S		2,500,000	D	$0.1	0	I	See Notes(1)(2)
Common Stock								500,000	D(3)

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 Securities Underlying Derivative Security (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: 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
Series A Preferred Stock	$0.1	07/02/2010		P		90,000		07/02/2010	(1)	Common Stock	1,800,000	$2	90,000	I	See Notes(1)(2)
Convertible Notes	$0.1	07/02/2010		S			450,000	07/02/2010	(2)	Common Stock	4,500,000	$450,000	0	I	See Notes(4)(5)
Convertible Notes	$0.1	07/02/2010		P		570,000		07/02/2010	(2)	Common Stock	5,700,000	$570,000	0	I	See Notes(4)(5)
Warrants	$0.15							07/01/2009	07/01/2013	Common Stock	625,000		625,000	I	See Notes(6)
Warrants	$0.15							03/31/2010	03/31/2014	Common Stock	2,000,000		2,000,000	I	See Notes(6)

Explanation of Responses:

1. The Reporting Person's indirect beneficial ownership of (a) the Issuer's common stock ("Common Stock"), (b) the Issuer's Series A Preferred Stock ("Preferred Stock"), (c) the convertible notes of the Issuer and (d) the warrants of the Issuer reported herein is the result of an investment he made in Caledonia Capital Corporation ("Caledonia") prior to his serving as the Issuer's Chief Financial Officer. Caledonia purchased these securities from the Issuer and holds them in its name; however, the Reporting Person has an indirect pecuniary interest in such securities and accordingly may be deemed to be the beneficial owner of such securities for Section 16 reporting purposes. As noted below, the Reporting Person disclaims beneficial ownership of such securities, except to the extent of his beneficial interest in Caledonia.

2. Caledonia was the legal and record owner of the 2,500,000 shares of Common Stock reported sold in Table 1 until July 2, 2010. On that date, Caledonia entered into an Exchange Agreement with the Issuer pursuant to which Caledonia exchanged 2,500,000 shares of Common Stock for 90,000 shares of Preferred Stock and $70,000 in convertible debt (included in the New Caledonia Note described in Note 4). A copy of the Exchange Agreement is attached to the Issuer's Current Report on Form 8-K dated July 9, 2010. Each share of Preferred Stock held by Caledonia is convertible into Common Stock at $0.10 per share (subject to customary adjustments for stock splits and similar events), with no expiration date. The Reporting Person disclaims beneficial ownership of the foregoing Common Stock and Preferred Stock, and the Common Stock issuable upon conversion of the Preferred Stock, except to the extent of his beneficial interest in Caledonia.

3. Of the 500,000 shares of Common Stock reported as owned directly by the Reporting Person, 233,333 shares remain subject to vesting at the rate of 33,333.33 shares per month, through the last day of February 2011.

4. Caledonia was the legal and record owner of two convertible promissory notes of the Issuer with an aggregate principal balance of $450,000 (the "Old Caledonia Notes") until July 2, 2010. On that date, the Issuer issued a new convertible promissory note in the principal amount of $570,000 (the "New Caledonia Note"), in satisfaction of the Old Caledonia Notes (representing $450,000 of such new principal balance), as payment of a note modification fee (representing $50,000 of such new principal balance) and as partial consideration for the exchange of Common Stock for Preferred Stock as described in Note 2 (representing the remaining $70,000 of such new principal balance). Copies of the definitive transaction agreements are attached to the Issuer's Current Report on Form 8-K dated July 9, 2010.

5. The New Caledonia Note is convertible into Common Stock at $0.10 per share (subject to customary adjustments for stock splits and similar events), with no expiration date. The Reporting Person disclaims beneficial ownership of the Old Caledonia Notes, the New Caledonia Note and the Common Stock issuable upon conversion of the New Caledonia Note, except to the extent of his beneficial interest in Caledonia.

6. Caledonia is the legal and record owner of 2,625,000 warrants of the Issuer in which the Reporting Person has an indirect pecuniary interest as described in Note 1. Such warrants are exercisable for 2,625,000 shares of Common Stock at $0.15 per share (subject to customary adjustments for stock splits and similar events). The Reporting Person disclaims beneficial ownership of such warrants and the Common Stock issuable upon conversion of such warrants, except to the extent of his beneficial interest in Caledonia.

	/s/ Steven Snyder	08/24/2010
	** Signature of Reporting Person	Date
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