0001144204-12-070035.txt : 20121228 0001144204-12-070035.hdr.sgml : 20121228 20121228160323 ACCESSION NUMBER: 0001144204-12-070035 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20121228 DATE AS OF CHANGE: 20121228 GROUP MEMBERS: GAD PARTNERS FUND LP GROUP MEMBERS: PARAGON TECHNOLOGIES, INC. 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: 2Q FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37943 FILM NUMBER: 121290918 BUSINESS ADDRESS: STREET 1: 3505 NEWPOINT PLACE, #450 CITY: LAWRENCEVILLE STATE: GA ZIP: 30043 BUSINESS PHONE: 7704918962 MAIL ADDRESS: STREET 1: 3505 NEWPOINT PLACE, #450 CITY: LAWRENCEVILLE STATE: GA ZIP: 30043 FORMER COMPANY: FORMER CONFORMED NAME: SOUTHERN ELECTRONICS CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Gad Capital Management, LLC CENTRAL INDEX KEY: 0001561934 IRS NUMBER: 260361178 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1698 SOUTH MILLEDGE AVE STREET 2: #6 CITY: ATHENS STATE: 2Q ZIP: 30605 BUSINESS PHONE: 706-549-7141 MAIL ADDRESS: STREET 1: 1698 SOUTH MILLEDGE AVE STREET 2: #6 CITY: ATHENS STATE: 2Q ZIP: 30605 SC 13D/A 1 v331093_sc13da.htm FORM SC 13D/A

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D

(Amendment No. 1)*

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 $0.01 per share

(Title of Class of Securities)

784109209

(CUSIP Number)

Derek D. Bork

Thompson Hine LLP

3900 Key Center

127 Public Square

Cleveland, Ohio 44114

216-566-5500

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

December 21, 2012

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

* 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).

CUSIP No. 784109209

13D

Page 2 of 6 Pages

1	NAME OF REPORTING PERSON Gad Partners Fund LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

SOLE VOTING POWER 0

SHARED VOTING POWER 168,004

SOLE DISPOSITIVE POWER 0

SHARED DISPOSITIVE POWER 168,004

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 168,004
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.3%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 784109209

13D

Page 3 of 6 Pages

1	NAME OF REPORTING PERSON Gad Capital Management LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

SOLE VOTING POWER 0

SHARED VOTING POWER 168,004

SOLE DISPOSITIVE POWER 0

SHARED DISPOSITIVE POWER 168,004

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 168,004
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.3%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 784109209

13D

Page 4 of 6 Pages

1	NAME OF REPORTING PERSON Paragon Technologies, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

SOLE VOTING POWER 415,322

SHARED VOTING POWER 0

SOLE DISPOSITIVE POWER 415,322

SHARED DISPOSITIVE POWER 0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 415,322
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.1%
14	TYPE OF REPORTING PERSON CO

CUSIP No. 784109209

13D

Page 5 of 6 Pages

This Amendment No. 1 to Statement of Beneficial Ownership on Schedule 13D (“Amendment No. 1”) amends the Statement of Beneficial Ownership on Schedule 13D filed by the Reporting Persons on December 10, 2012 (the “Schedule 13D”) with respect to the Common Stock, par value $0.01 per share (the “Common Stock”), of SED International Holdings, Inc., a Georgia corporation (the “Company”). Capitalized terms used but not defined in this Amendment No. 1 shall have the meanings set forth in the Schedule 13D. Except as amended and supplemented by this Amendment No. 1, the Schedule 13D remains unchanged.

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

The source of funds for the acquisition of the Common Stock reported in the tables set forth on the cover page to this Amendment No. 1 for an aggregate purchase price of $1,109,612.34, including brokerage commissions, was working capital of Gad Partners Fund LP and Paragon Technologies, Inc.

Item 5. Interest in Securities of the Issuer.

(a) The Reporting Persons beneficially own in the aggregate 583,326 shares of Common Stock, which represents approximately 11.4% percent of the Company’s outstanding shares of Common Stock. Gad Partners Fund LP and Paragon Technologies, Inc. directly hold the number and percentage of shares of Common Stock disclosed as beneficially owned by them in the applicable tables set forth on the cover page to this Amendment No. 1.

Each percentage ownership of shares of Common Stock set forth in this Amendment No. 1 is based on the 5,109,089 shares of Common Stock reported by the Company as outstanding as of November 1, 2012 in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission with respect to its quarterly period ended September 30, 2012.

(c) The transactions effected by each of the Reporting Persons in the Common Stock since December 10, 2012, the date of the filing of the Schedule 13D, through December 27, 2012 is set forth on Schedule A. Each of these transactions was effected through the open market.

CUSIP No. 784109209

13D

Page 6 of 6 Pages

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Amendment No. 1 is true, complete and correct.

Dated: December 28, 2012

GAD PARTNERS FUND LP,
by Gad Capital Management LLC,
its General Partner

By:	/s/ Hesham M. Gad
Name: Hesham M. Gad
Title: Managing Partner

GAD CAPITAL MANAGEMENT LLC

By:	/s/ Hesham M. Gad
Name: Hesham M. Gad
Title: Managing Partner

PARAGON TECHNOLOGIES, INC.

By:	/s/ Hesham M. Gad
Name: Hesham M. Gad
Title: Chairman

Schedule A

Transactions in Common Stock of the Company

from 12/11/12 through 12/27/12:

Gad Partners Fund LP

Transaction Date	Number of Shares Bought/(Sold)			Price Per Share ($)
12/11/12		500			2.2700
12/11/12		500			2.2700
12/11/12		1,000			2.3000
12/11/12		1,000			2.3000
12/11/12		1,000			2.3000
12/11/12		300			2.3000
12/11/12		1,000			2.3700
12/11/12		105			2.3700
12/13/12		900			2.4200
12/13/12		100			2.4400
12/13/12		600			2.4700
12/13/12		2,100			2.6400
12/13/12		2,100			2.6399
12/13/12		2,100			2.6390
12/13/12		2,100			2.6400
12/14/12		900			2.5900
12/14/12		800			2.5900
12/14/12		3,000			2.4887
12/20/12		1,000			2.2300
12/20/12		1,000			2.2400
12/20/12		900			2.2689
12/20/12		700			2.2700
12/20/12		300			2.2800
12/21/12		1,000			2.2400
12/26/12		200			2.3494
12/26/12		100			2.3130
12/27/12		(1,000	)		2.4100
12/27/12		400			2.3800
12/27/12		100			2.3700
12/27/12		600			2.3500
12/27/12		700			2.3500
12/27/12		500			2.3500
12/27/12		100			2.3500

Continued on the next page.

Paragon Technologies, Inc.

Transaction Date	Number of Shares Bought/(Sold)		Price Per Share ($)
12/11/12		750		2.1600
12/14/12		2,500		2.5900
12/14/12		5,000		2.4882
12/17/12		7,342		2.1500
12/19/12		9,144		2.1047
12/20/12		5,675		2.1102
12/20/12		200		2.1950
12/20/12		84		2.2000
12/20/12		400		2.2400
12/20/12		4,900		2.2796
12/21/12		25,000		2.2700
12/21/12		9,979		2.2689
12/21/12		339		2.2900
12/27/12		8,100		2.3800
12/27/12		6,500		2.3800
12/27/12		700		2.3500
12/27/12		700		2.3500
12/27/12		700		2.3500
12/27/12		400		2.3500
12/27/12		600		2.3500
12/27/12		600		2.3500
12/27/12		2,800		2.3500
12/27/12		7,100		2.3800
12/27/12		5,700		2.3790
12/27/12		700		2.3786
12/27/12		100		2.3700
12/27/12		100		2.3700
12/27/12		100		2.3700
12/27/12		700		2.3800
12/27/12		1,700		2.3800
12/27/12		1,000		2.3800