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)

(Street)

(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	$45.57							⁽¹⁾	04/04/2010	Common Stock	197,328		197,328	I	See Notes⁽²⁾⁽³⁾⁽⁴⁾
Warrant	$45.57							⁽¹⁾	07/06/2010	Common Stock	45,175		45,175	I	See Notes⁽²⁾⁽³⁾⁽⁵⁾
Warrant	$1.01							⁽¹⁾	12/19/2007	Common Stock	1,463,316		1,463,316	I	See Notes⁽²⁾⁽³⁾⁽⁶⁾

Explanation of Responses:

1. Warrants are currently exercisable.

2. 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.

3. This revised Form 4 amends the information reported in Table II, Columns 2,6,7,8,9 and 11 of the Form 4 filed 01/23/2004 and the amended Form 4 filed 02/13/2004.

4. Of this total, 78,187 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 filing of the Issuer's Form 8-A on 03/28/2003; and the exercise price was adjusted from $115.00 to $45.57 and STVI became entitled to an additional 119,141 warrants by operation of anti-dilution provisions on 01/21/2004.

5. 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 filing of the Issuer's Form 8-A on 03/28/2003; and the exercise price was adjusted from $115.00 to $45.57 and STVI became entitled to an additional 27,784 warrants by operation of anti-dilution provisions on 01/21/2004.

6. 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 from $3.63 to $1.01 and STVI became entitled to an additional 1,055,993 warrants by oepration of anti-dilution provisions on 01/21/2004.

	/s/ Kevin B. Kimberlin	01/13/2005
	** Signature of Reporting Person	Date
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