SEC FORM 4/A

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

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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^*

KIMBERLIN KEVIN

(Last)

(First)

(Middle)

535 MADISON AVENUE

18TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HOME DIRECTOR INC [ HMDR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)
01/23/2004

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant	$1.068	12/09/2003		J		657,845		⁽¹⁾	12/09/2008	Common Stock	657,845	⁽²⁾	657,845	I	See Note⁽³⁾
Warrant	$1.178	12/19/2003		J		306,795		⁽¹⁾	12/19/2008	Common Stock	306,795	⁽²⁾	306,795	I	See Note⁽³⁾
Warrant	$1.298	01/21/2004		J		423,630		⁽¹⁾	01/21/2009	Common Stock	423,630	⁽²⁾	423,630	I	See Note⁽³⁾
Warrant	$44.28							⁽¹⁾	04/03/2010	Common Stock	203,074		203,074	I	See Notes⁽³⁾⁽⁴⁾⁽⁵⁾
Warrant	$44.28							⁽¹⁾	07/06/2010	Common Stock	45,175		45,175	I	See Notes⁽³⁾⁽⁴⁾⁽⁶⁾
Warrant	$1.01							⁽¹⁾	12/18/2007	Common Stock	1,458,717		1,458,717	I	See Notes⁽³⁾⁽⁴⁾⁽⁷⁾
Warrant	$10.29							⁽¹⁾	02/05/2005	Common Stock	26,227		26,227	I	See Notes⁽⁴⁾⁽⁸⁾

Explanation of Responses:

1. Warrants are currently exercisable.

2. Warrants were earned as compensation for placement agent services. This revised Form 4 amends the information reported in Table II, Column 4 of the Form 4 filed 01/23/2004.

3. Holdings of Spencer Trask Ventures, Inc. ("STVI"), a Delaware corporation and wholly-owned subsidiary of Spencer Trask & Co., a Delaware corporation, of which the reporting person is the controlling shareholder.

4. This revised Form 4 amends the information reported in Table II, Columns 2, 7, 8, 9 and 11 of the Form 4 filed 01/23/2004.

5. Of this total, 78,178 warrants were acquired by exchange of warrants of a predecessor company upon merger of the predecessor company into the Issuer on 12/19/2002 and first reported when the Reporting Person became subject to reporting obligations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), upon the filing of the Issuer's Form 8-A on 03/28/2003; and the exercise price was adjusted and STVI became entitled to an additional 124,896 warrants by operation of anti-dilution provisions on 01/21/2004.

6. Of this total, 17,391 warrants were acquired by exchange of warrants of a predecessor company upon merger of the predecessor company into the Issuer on 12/19/2002 and first reported when the Reporting Person became subject to reporting obligations under the Exchange Act upon the filing of the Issuer's Form 8-A on 03/28/2003; and the exercise price was adjusted and STVI became entitled to an additional 27,784 warrants by operation of anti-dilution provisions on 01/21/2004.

7. Of this total, 407,323 warrants were acquired by exchange of warrants of a predecessor company upon merger of the predecessor company into the Issuer on 12/19/2002 and first reported when the Reporting Person became subject to reporting obligations under the Exchange Act upon the filing of the Issuer's Form 8-A on 03/28/2003; and the exercise price was adjusted and STVI became entitled to an additional 1,051,394 warrants by operation of anti-dilution provisions on 01/21/2004.

8. Holdings of Spencer Trask Investment Partners LLC ("STIP"), a Delaware limited liability company, of which the reporting person is the non-member manager. Of this total, 10,630 warrants were acquired by exchange of warrants of a predecessor company upon merger of the predecessor company into the Issuer on 12/19/2002 and first reported when the Reporting Person became subject to reporting obligations under the Exchange Act upon the filing of the Issuer's Form 8-A on 03/28/2003; and the exercise price was adjusted and STIP became entitled to an additional 15,597 warrants by operation of anti-dilution provisions on 01/21/2004.

	/S/ KEVIN B. KIMBERLIN	02/11/2004
	** Signature of Reporting Person	Date
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