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*
Gad Hesham M.

(Last) (First) (Middle)
C/O SED INTERNATIONAL HOLDINGS, INC.
3505 NEWPOINT PLACE, SUITE 450

(Street)
LAWRENCEVILLE GA 30043

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SED INTERNATIONAL HOLDINGS INC [ SED ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Executive Chairman
3. Date of Earliest Transaction (Month/Day/Year)
11/20/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 11/20/2013 J 18,944(1) D $0 189,940 I By Gad Partners Fund LP(2)
Common Stock 11/20/2013 J 25,645(1) D $0 164,295 I By Gad Partners Fund LP(2)
Common Stock 11/22/2013 J 19,381(1) D $0 144,914 I By Gad Partners Fund LP(2)
Common Stock 11/22/2013 J 7,523(1) D $0 137,391 I By Gad Partners Fund LP(2)
Common Stock 1,430,860 I By Paragon Technologies, Inc.(2)
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
1. Name and Address of Reporting Person*
Gad Hesham M.

(Last) (First) (Middle)
C/O SED INTERNATIONAL HOLDINGS, INC.
3505 NEWPOINT PLACE, SUITE 450

(Street)
LAWRENCEVILLE GA 30043

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Executive Chairman
1. Name and Address of Reporting Person*
PARAGON TECHNOLOGIES INC

(Last) (First) (Middle)
600 KUEBLER ROAD

(Street)
EASTON PA 18040

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Gad Partners Fund, LP

(Last) (First) (Middle)
1698 S. MILLEDGE AVE, #6

(Street)
ATHENS GA 30605

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Represents partner redemptions in Gad Partners Fund LP.
2. Hesham M. Gad is Chairman of the Board of Directors of Paragon Technologies, Inc. ("Paragon"), and is also currently responsible for investments in businesses and securities made by Paragon outside of its principal business activities and pursuant to its investment management program. Mr. Gad is also the Managing Partner of Gad Capital Management LLC, which is the General Partner of Gad Partners Fund LP. Gad Capital Management LLC and Gad Partners Fund LP (collectively, "Gad") own 137,391 shares of Common Stock of SED International Holdings, Inc. ("SED"), and share voting and dispositive power over those shares. As a result of these relationships, Mr. Gad may be deemed to beneficially own the shares of Common Stock of SED directly owned by Paragon and Gad.
/s/ Hesham M. Gad 12/03/2013
/s/ Hesham M. Gad, Chairman of Paragon Technologies, Inc. 12/03/2013
/s/ Hesham M. Gad, Managing Partner of Gad Capital Management LLC, as General Partner of Gad Partners Fund LP 12/03/2013
** 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 4 (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).
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