sc13g

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Paragon Real Estate Equity and Investment Trust
(Name of Issuer)
Common Shares, $0.01 par value
(Title of Class of Securities)
69912Y305
(CUSIP Number)
December 31, 2015
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     [  ]  Rule 13d-1(b)

     [X]   Rule 13d-1(c)

     [  ]   Rule 13d-1(d)

* 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 the disclosures provided in a prior cover page.

The information required in 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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 
                     
CUSIP No.
  
69912Y305

           
1   NAMES OF REPORTING PERSONS:
   
  Timothy Daniel O'Donnell
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)    [   ]
  (b)    [   ]
   
     
3   SEC USE ONLY:
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Timothy Daniel O'Donnell
   
       
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH:
 5   SOLE VOTING POWER:
   
 

Timothy Daniel O'Donnell - 25,860

   
     
6   SHARED VOTING POWER:
   
 

Timothy Daniel O'Donnell - 6,347*

*Shares owned by Mr. O'Donnell's spouse, as to which he disclaims beneficial ownership.

   
     
7   SOLE DISPOSITIVE POWER:
   
 

Timothy Daniel O'Donnell - 25,860

   
     
8   SHARED DISPOSITIVE POWER:
   
 

Timothy Daniel O'Donnell - 6,347*

*Shares owned by Mr. O'Donnell's spouse, as to which he disclaims beneficial ownership.

   
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  Timothy Daniel O'Donnell - 32,207*

*Includes 6,347 Shares owned by Mr. O'Donnell's spouse, as to which he disclaims beneficial ownership.

   
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
   [   ]
   
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
   
 

Timothy Daniel O'Donnell - 8.0%*

*Mr. O'Donnell is the beneficial owner of 6.4% of the Shares of the Issuer and is also deemed a beneficial owner of the 1.6% of the Shares of the Issuer beneficially owned by Mr. O'Donnell's spouse.

Based on a total of 405,096 Common Shares of the Issuer outstanding as of November 6, 2015, as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended September 30, 2015, filed with the Securities and Exchange Commission on November 6, 2015.

   
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  Timothy Daniel O'Donnell - IN

SCHEDULE 13G
     
Item 1(a)
Name of Issuer.
 
    
 Paragon Real Estate Equity and Investment Trust
 
    
Item 1(b)
Address of Issuer's Principal Executive Offices.
 
    
 10011 Valley Forge Drive
Houston, Texas 77042
 
    
Item 2(a)
Name of Person Filing.
 
    
 Timothy Daniel O'Donnell
 
    
Item 2(b)
Address of Principal Business Office or, if none, Residence.
 
    
 160 Henry Street
Brooklyn, New York 11201
 
    
Item 2(c)
Citizenship.
 
    
 Timothy Daniel O'Donnell is a U.S. Citizen.
 
 
    
Item 2(d)
Title of Class of Securities.
 
    
 Common Shares, $0.01 par value
 
    
Item 2(e)
CUSIP Number.
 
    
 69912Y305
     
Item 3   This statement is not filed pursuant to Rules 13d-1(b), 13d-2(b) or 13d-2(c).
 
    
 
  
Item 4   Ownership.
 
      
   (a) Amount beneficially owned:
Timothy Daniel O'Donnell - 32,207*

*Includes 6,347 Shares owned by Mr. O'Donnell's spouse, as to which he disclaims beneficial ownership.

 
   (b) Percent of Class:
Tiimothy Daniel O'Donnell - 8.0%*

*Mr. O'Donnell is the beneficial owner of 6.4% of the Shares of the Issuer and is also deemed a beneficial owner of the 1.6% of the Shares of the Issuer beneficially owned by Mr. O'Donnell's spouse.

Based on a total of 405,096 Common Shares of the Issuer outstanding as of November 6, 2015, as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended September 30, 2015, filed with the Securities and Exchange Commission on November 6, 2015.

 
   (c) Number of Shares as to which the person has:

(i) Sole power to vote or to direct the vote:

Timothy Daniel O'Donnell - 25,860

(ii) Shared power to vote or to direct the vote:

Timothy Daniel O'Donnell - 6,347*

*Shares owned by Mr. O'Donnell's spouse, as to which he disclaims beneficial ownership.

(iii) Sole power to dispose or to direct the disposition of:

Timothy Daniel O'Donnell - 25,860

(iv) Shared power to dispose or to direct the disposition of:

Timothy Daniel O'Donnell - 6,347*

*Shares owned by Mr. O'Donnell's spouse, as to which he disclaims beneficial ownership.

 
Item 5   Ownership of Five Percent or Less of a Class.
 
    Not applicable.
 
Item 6   Ownership of More Than Five Percent on Behalf of Another Person.
 
    Not applicable.
 
Item 7   Identification and Classification of the Subsidiary Which Acquired the Security Being Reported On By the Parent Holding Company or Control Person.
 
    Not applicable.
 
Item 8   Identification and Classification of Members of the Group.
 
    Not applicable.
 
Item 9   Notice of Dissolution of Group.
 
    Not applicable.
 
Item 10   Certification.
 
    By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 
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.
     
    TIMOTHY DANIEL O'DONNELL
    Date: February 2, 2016
 
            
         
 
            
        By:   /s/ Beth N. Lowson
           
            Name: Beth N. Lowson
            Title: Attorney-In-Fact
            The Nelson Law Firm, LLC
            White Plains Plaza
            One North Broadway, Suite 712
            White Plains, NY 10601
             
     

 

POWER OF ATTORNEY
The undersigned does hereby constitute and appoint Stephen J. Nelson, Mary Anne Mayo, and Beth N. Lowson, each of The Nelson Law Firm, LLC, One North Broadway, Suite 712, White Plains, NY 10601, signing singly, with full power of substitution, as the true and lawful attorney of the undersigned, and authorizes and designates each of them to sign on behalf of the undersigned, and to file filings and any amendments thereto made by or on behalf of the undersigned in respect of the beneficial ownership of equity securities held by the undersigned, directly, indirectly or beneficially, pursuant to Sections 13(d), 13(f), 13(g) and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Sections 13(d), 13(f), 13(g) or 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until withdrawn 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 2nd day of February, 2016.
     
 By: /s/ Timothy Daniel O'Donnell
   
    Timothy Daniel O'Donnell