SEC FORM 4

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^*

HALE MARTIN M JR

(Last)

(First)

(Middle)

570 LEXINGTON AVENUE, 49TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Paradigm Holdings, Inc [ PDHO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2011

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

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)
Common Stock	09/01/2011		D⁽¹⁾⁽²⁾		1,914,959	D	⁽¹⁾⁽²⁾	0	I⁽⁵⁾	See Footnote⁽³⁾⁽⁵⁾
Common Stock	09/01/2011		D⁽¹⁾⁽²⁾		1,880,714	D	⁽¹⁾⁽²⁾	0	I⁽⁵⁾	See Footnote⁽⁴⁾⁽⁵⁾
Series A-1 Senior Preferred Stock	09/01/2011		D⁽¹⁾⁽²⁾		2,979.91	D	⁽¹⁾⁽²⁾	0	I⁽⁵⁾	See Footnote⁽³⁾⁽⁵⁾
Series A-1 Senior Preferred Stock	09/01/2011		D⁽¹⁾⁽²⁾		2,926.61	D	⁽¹⁾⁽²⁾	0	I⁽⁵⁾	See Footnote⁽⁴⁾⁽⁵⁾

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)
Class A Warrant	$0.078	09/01/2011		D			0⁽¹⁾⁽²⁾	02/27/2009	02/27/2016	Common Stock	40,160,450.11	⁽¹⁾⁽²⁾	0	I	See Footnote⁽³⁾⁽⁵⁾
Class B Warrant	$0.0858	09/01/2011		D			0⁽¹⁾⁽²⁾	02/27/2009	02/27/2016	Common Stock	34,842,716.36	⁽¹⁾⁽²⁾	0	I	See Footnote⁽⁴⁾⁽⁵⁾
Class A Warrant	$0.078	09/01/2011		D			0⁽¹⁾⁽²⁾	02/27/2009	02/27/2016	Common Stock	39,442,153.97	⁽¹⁾⁽²⁾	0	I	See Footnote⁽³⁾⁽⁵⁾
Class B Warrant	$0.0858	09/01/2011		D			0⁽¹⁾⁽²⁾	02/27/2009	02/27/2016	Common Stock	34,219,531.39	⁽¹⁾⁽²⁾	0	I	See Footnote⁽⁴⁾⁽⁵⁾

Explanation of Responses:

1. On September 1, 2011, upon the consummation of the transactions contemplated by the Preferred Stock, Warrant and Note Termination Agreement, dated July 25, 2011, by and among Paradigm Holdings, Inc. (the "Issuer"), Hale Capital Partners, LP ("Hale Capital"), EREF PARA, LLC ("EREF"), CACI, Inc. - Federal (the "Termination Agreement") and the Agreement and Plan of Merger, dated July 25, 2011, by and among the Issuer, CACI, Inc. - Federal and CACI Newco Corporation (as amended, the "Merger Agreement"), the Reporting Persons disposed of 3,795,673.00 shares of Common Stock, 5,906.52 shares of Series A-1 Preferred Stock, Class A Warrants to purchase up to 79,602,604.08 shares of Common Stock and Class B Warrants to purchase up to 69,062,247.75 shares of Common Stock in exchange for cash in a transaction exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 promulgated thereunder.

2. On September 1, 2011, following the consummation of the transactions contemplated by the Termination Agreement and the Merger Agreement, the Reporting Persons ceased to beneficially own any shares of Common Stock, Series A-1 Preferred Stock, Class A Warrants and Class B Warrants. The summary of the Termination Agreement and the Merger Agreement in this footnote 2 and footnote 1 above is qualified in its entirety by the description thereof set forth in the Issuer's Information Statement on Schedule 14C, which was filed with the Securities and Exchange Commission on August 12, 2011 and is incorporated herein by reference.

3. The securities were held by Hale Capital where Martin M. Hale, Jr. is the Chief Executive Officer. Martin M. Hale, Jr. is also the sole owner and managing member of Hale Fund Partners, LLC, the general partner of Hale Capital .

4. The securities were held by EREF and Martin M. Hale, Jr. is the sole owner and Chief Executive Officer of Hale Fund Management, LLC, the managing member of EREF. Hale Fund Management, LLC has voting power over the shares owned by EREF.

5. Martin M. Hale, Jr. serves on the Board of Directors of the Issuer as a representative of each of Hale Capital, EREF, Hale Fund Management, LLC and Hale Fund Partners, LLC (collectively with Marin M. Hale, Jr., the "Hale Entities"), and such entities are directors of the Issuer by deputization. The filing of this Form 4 and the inclusion of information herein shall not be considered an admission that any Hale Entity is in fact a member a "group" or that such Hale Entity has any liability or obligation under Section 16(b) of the Exchange Act, in connection with any such "group" or that for purposes of Section 16 of the Exchange Act or any other purpose, such Hale Entity is the beneficial owner of any securities in which such Hale Entity does not have a pecuniary interest. Each Hale Entity expressly disclaims beneficial ownership of the shares reported herein to the fullest extent permitted by applicable law.

	/s/ Martin M. Hale, Jr.	09/01/2011
	** Signature of Reporting Person	Date
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