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)
05/16/2011

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	05/16/2011		J⁽¹⁾		185,207	A	⁽¹⁾	3,795,673	I⁽⁴⁾	See Footnote⁽²⁾⁽⁴⁾
Common Stock	05/16/2011		J⁽¹⁾		181,896	A	⁽¹⁾	3,795,673	I⁽⁴⁾	See Footnote⁽³⁾⁽⁴⁾

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)

Explanation of Responses:

1. The shares of common stock were acquired at a purchase price of $0.251 per share in lieu of the cash payment by the Issuer of certain interest due under those certain Senior Secured Notes (as amended pursuant to that certain Amendment to the Senior Secured Subordinated Notes, dated May 16, 2011, by and between the Issuer, Hale Capital and EREF, the "Notes") issued pursuant to the Securities Purchase Agreement, by and among, the Issuer, Hale Capital Partners, LP ("Hale Capital") and EREF PARA, LLC ("EREF" and together with Hale Capital and Martin M. Hale, Jr., the "Reporting Persons"), dated as of May 26, 2010.

2. The shares are 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.

3. The shares are 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. 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.	07/25/2011
	** 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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