SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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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. Date of Event Requiring Statement (Month/Day/Year)
04/13/2009

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-1 Senior Preferred Stock⁽¹⁾	3,131	I	See Footnote⁽²⁾
Series A-1 Senior Preferred Stock⁽¹⁾	3,075	I	See Footnote⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Warrant	02/27/2009	02/27/2016	Common Stock	40,160,450⁽⁴⁾	$0.078	I	See Footnote⁽²⁾
Class B Warrant	02/27/2009	02/27/2016	Common Stock	34,842,716⁽⁴⁾	$0.0858	I	See Footnote⁽²⁾
Class A Warrant	02/27/2009	02/27/2016	Common Stock	39,442,154⁽⁴⁾	$0.078	I	See Footnote⁽³⁾
Class B Warrant	02/27/2009	02/27/2016	Common Stock	34,219,531⁽⁴⁾	$0.0858	I	See Footnote⁽³⁾

Explanation of Responses:

1. The Series A-1 Senior Preferred Stock, Class A Warrants and Class B Warrants were acquired pursuant to the Preferred Stock Purchase Agreement between the Issuer, Hale Capital Partners, LP and EREF PARA, LLC, dated as of February 27, 2009 (the "Purchase Agreement").

2. The shares are held by Hale Capital Partners, LP 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 Partners, LP.

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

4. The Purchase Agreement provides, among other things, that the Issuer shall seek shareholder approval of, among other things, an increase in the number of shares of Common Stock authorized for issuance under the Issuer's Articles of Incorporation (the "Amendment Date"). Until the Amendment Date, the total number of shares of Common Stock for which the Warrants are exercisable is limited to 2,700,888 shares of Common Stock, which is less than 10% of the total number of currently outstanding shares of Common Stock. The Amendment Date has not yet been scheduled.

	/s/ Martin M. Hale, Jr.	04/23/2009
	** 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 5 (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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