UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under
the Securities Exchange Act of 1934
(Amendment No. 1)*
Paragon Real Estate Equity and Investment Trust
(Name of Issuer)
Common Shares
(Title of Class of Securities)
69912Y 30 5
(CUSIP Number)
John J. Dee
Paragon Real Estate Equity and Investment Trust, 10011 Valley Forge Drive, Houston, TX 77042; 713-435-2225
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 20, 2015
(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. 69912Y 30 5 | 13D/A | Page 2 of 5 Pages |
| 1. | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Daniel G. DeVos | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
| |
| 3. | SEC USE ONLY | |
| 4. | SOURCE
OF FUNDS (see instructions) PF/OO | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] | |
| 6. | CITIZENSHIP
OR PLACE OF ORGANIZATION United States of America |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7. | SOLE VOTING POWER | ||
| 662,897 | ||||
| 8. | SHARED VOTING POWER | |||
| 9. | SOLE DISPOSITIVE POWER | |||
| 662,897 | ||||
| 10. | SHARED DISPOSITIVE POWER |
| 11. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 662,897 | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [ ] | |
| 13. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 62.2% | |
| 14. | TYPE
OF REPORTING PERSON (see instructions) IN |
| CUSIP No. 69912Y 30 5 | 13D/A | Page 3 of 5 Pages |
Item 1. Security and Issuer.
This Schedule 13D Statement relates to common shares, par value $0.01 per share (the “Common Shares”) of Paragon Real Estate Equity and Investment Trust, a Maryland trust (“Paragon”), which has its principal executive offices at 10011 Valley Forge Drive, Houston, TX 77042.
Item 2. Identity and Background.
| (a) | This Schedule 13D is filed by Daniel G. DeVos. Mr. DeVos is a trustee of Paragon. | |
| (b) | The business address of Mr. DeVos for Paragon is 10011 Valley Forge Drive, Houston, TX 77042. | |
| (c) | Mr. DeVos’s principal occupation is Chairman and Chief Executive Officer of DP Fox Ventures, LLC, a diversified management enterprise with investments in real estate, transportation, insurance, fashion, sports, and entertainment. The business address of DP Fox Ventures is 200 Ottawa Ave NW, Grand Rapids, MI 49503. | |
| (d) | Negative with respect to Mr. DeVos. | |
| (e) | Negative with respect to Mr. DeVos. | |
| (f) | Mr. DeVos is a citizen of the United States of America. |
Item 3. Source or Amount of Funds or Other Consideration.
Mr. DeVos loaned $47,780 with his personal funds pursuant to a Convertible Note Purchase Agreement with Paragon, also as further described in Item 5(c).
Item 4. Purpose of Transaction.
Mr. DeVos loaned $47,780 in the form of a Convertible Note, which has an option to convert the note into 35,897 Common Shares for investment.
Pursuant to the instructions for items (a) through (j) of item 4 of Schedule 13D, Mr. DeVos does not currently have plans or proposals that relate to or would result in any of the following:
| (i) | the acquisition by any person of additional securities of Paragon, or the disposition of securities of the issuer; | |
| (ii) | an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Paragon; | |
| (iii) | the sale or transfer of a material amount of assets of Paragon; | |
| (iv) | a change in the present board of trustees or management of Paragon, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies on the board; | |
| (v) | a material change in the present capitalization or dividend policy of Paragon; | |
| (vi) | a material change in the business or corporate structure of Paragon; | |
| (vii) | a change to the articles of incorporation, as amended, or bylaws of Paragon, or an impediment to the acquisition of control of Paragon by any person; | |
| (viii) | the delisting from the Nasdaq Stock Market’s OTC Bulletin Board of Paragon’s common shares; | |
| (ix) | a class of equity securities of Paragon becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or | |
| (x) | any action similar to any of those enumerated above. |
Mr. DeVos reserves the right to modify his plans and proposals described in the item 4. Further, subject to applicable laws and regulations, Mr. DeVos may formulate plans and proposals that may result in the occurrence of any event set forth above or in Item 4 of Schedule 13D.
| CUSIP No. 69912Y 30 5 | 13D/A | Page 4 of 5 Pages |
Item 5. Interest in Securities of the Issuer.
| (a) | Based solely on information provided by Paragon, there are currently 405,096 Common Shares of the company outstanding, excluding 38,130 Common Shares held in treasury. |
Mr. DeVos beneficially owns 662,897 Common Shares, including (i) 2,000 Common Shares; (ii) 625,000 Common Shares issuable upon the conversion of 62,500 Class C Preferred Shares, of which 12,500 Class C Preferred Shares are restricted pursuant to a Restricted Share Agreement, dated September 29, 2006 and as amended (each Class C Preferred Share is convertible into Common Shares at any time by dividing the sum of $10.00 and any accrued but unpaid dividends on the Class C Preferred Shares by the conversion price of $1.00):; and (iii) 35,897 Common Shares issuable upon the conversion of the Convertible Note presently at a face amount of $47,780 before any interest to be accrued, or approximately 62.2% of the outstanding Common Shares.
| (b) | Mr. DeVos has sole power to vote, or to direct the voting of, and sole power to dispose or to direct the disposition of, the Common Shares and Class C Preferred Shares owned by him. | |
| (c) | On November 20, 2015, Mr. DeVos agreed to loan $47,780 to Paragon, which is currently convertible into 35,897 Common Shares, pursuant to a Convertible Note Purchase Agreement with Paragon. The convertible note is convertible into Common Shares at any time by dividing the amount of the note and any accrued but unpaid interest on the note by the conversion price of $1.331. |
Mr. DeVos has not effected any other transactions in Paragon’s shares in the past 60 days.
| (d) | Not applicable. | |
| (e) | Not applicable. |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Not applicable.
Item 7. Material to Be Filed as Exhibits.
Not applicable.
| CUSIP No. 69912Y 30 5 | 13D/A | Page 5 of 5 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: November 20, 2015
| /s/ John J. Dee, Attorney-in-Fact for Daniel G. DeVos | |
| John J. Dee |
Exhibit 1
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints John J Dee and David F. Taylor, with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:
| (1) | prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC; | |
| (2) | execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Paragon Real Estate Equity & Investment Trust (the “Company”), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; | |
| (3) | do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto; execute, for and on behalf of the undersigned, any Schedules 13D and 13G, and any amendments thereto, in accordance with Section 13 of the of the Securities Exchange Act of 1934 and the rules thereunder; and timely file such form with the SEC and any stock exchange or similar authority; and | |
| (4) | take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion. |
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorneys-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company or any filings under Section 13, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 20th day of November, 2015.
| /s/ Daniel G. DeVos | ||
| Name: | Daniel G. DeVos |