Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Gad Hesham M.
  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
(Last)
(First)
(Middle)
C/O SED INTERNATIONAL HOLDINGS, INC., 3505 NEWPOINT PLACE, SUITE 450
3. Date of Earliest Transaction (Month/Day/Year)
11/20/2013
(Street)

LAWRENCEVILLE, GA 30043
4. If Amendment, Date 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
(City)
(State)
(Zip)
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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Gad Hesham M.
C/O SED INTERNATIONAL HOLDINGS, INC.
3505 NEWPOINT PLACE, SUITE 450
LAWRENCEVILLE, GA 30043
  X   X   Executive Chairman  
PARAGON TECHNOLOGIES INC
600 KUEBLER ROAD
EASTON, PA 18040
    X    
Gad Partners Fund, LP
1698 S. MILLEDGE AVE, #6
ATHENS, GA 30605
    X    

Signatures

 /s/ Hesham M. Gad   12/03/2013
**Signature of Reporting Person Date

 /s/ Hesham M. Gad, Chairman of Paragon Technologies, Inc.   12/03/2013
**Signature of Reporting Person Date

 /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

Explanation of Responses:

* 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).
(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.

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