Sec Form 4 Filing - PARAGON CAPITAL LP @ NUVEL HOLDINGS, INC. - 2012-02-06

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
PARAGON CAPITAL LP
2. Issuer Name and Ticker or Trading Symbol
NUVEL HOLDINGS, INC. [ NUVL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
110 EAST 59TH STREET, 22ND FLOOR,
3. Date of Earliest Transaction (MM/DD/YY)
02/06/2012
(Street)
NEW YORK, NY10022
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.0001 per share ("Common Stock") 02/06/2012 S 11,000 D $ 0.54 ( 1 ) 1,693,778 D
Common Stock 02/06/2012 S 11,000 D $ 0.54 ( 1 ) 1,693,778 I By Alan Donenfeld ( 2 )
Common Stock 02/10/2012 S 8,000 D $ 1.02 ( 1 ) 1,685,778 D
Common Stock 02/10/2012 S 8,000 D $ 1.02 ( 1 ) 1,685,778 I By Alan Donenfeld ( 2 )
Common Stock 02/17/2012 S 5,100 D $ 1.07 ( 1 ) 1,680,678 D
Common Stock 02/17/2012 S 5,100 D $ 1.07 ( 1 ) 1,680,678 I By Alan Donenfeld ( 2 )
Common Stock 02/23/2012 S 9,400 D $ 1.11 ( 1 ) 1,671,278 D
Common Stock 02/23/2012 S 9,400 D $ 1.11 ( 1 ) 1,671,278 I By Alan Donenfeld ( 2 )
Common Stock 02/24/2012 S 10,000 D $ 1.16 ( 1 ) 1,661,278 D
Common Stock 02/24/2012 S 10,000 D $ 1.16 ( 1 ) 1,661,278 I By Alan Donenfeld ( 2 )
Common Stock 02/28/2012 S 10,000 D $ 1.19 ( 1 ) 1,651,278 D
Common Stock 02/28/2012 S 10,000 D $ 1.19 ( 1 ) 1,651,278 I By Alan Donenfeld ( 2 )
Common Stock 03/02/2012 S 4,000 D $ 1.1 ( 1 ) 1,647,278 D
Common Stock 03/02/2012 S 4,000 D $ 1.1 ( 1 ) 1,647,278 I By Alan Donenfeld ( 2 )
Common Stock 04/09/2012 S 22,500 D $ 1.26 ( 1 ) 1,624,778 D
Common Stock 04/09/2012 S 22,500 D $ 1.26 ( 1 ) 1,624,778 I By Alan Donenfeld ( 2 )
Common Stock 04/20/2012 S 940 D $ 1.35 ( 1 ) 1,623,838 D
Common Stock 04/20/2012 S 940 D $ 1.35 ( 1 ) 1,623,838 I By Alan Donenfeld ( 2 )
Common Stock 05/09/2012 S 7,700 D $ 1.39 ( 1 ) 1,616,138 D
Common Stock 05/09/2012 S 7,700 D $ 1.39 ( 1 ) 1,616,138 I By Alan Donenfeld ( 2 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PARAGON CAPITAL LP
110 EAST 59TH STREET, 22ND FLOOR
NEW YORK, NY10022
X
DONENFELD ALAN P
C/O PARAGON CAPITAL LP
110 EAST 59TH STREET, 22ND FLOOR
NEW YORK, NY10022
X
Signatures
/s/ Alan P. Donenfeld, Managing Member of Paragon Capital Advisors LLC 06/18/2012
Signature of Reporting Person Date
/s/ Alan P. Donenfeld 06/18/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )From February 6, 2012 through May 9, 2012, Paragon Capital LP ("Paragon") sold an aggregate of 88,640 shares of Common Stock of the Issuer (the "Shares") through nine (9) separate transactions for an aggregate sale price of $97,959.27. As a result of these transactions, Paragon owns of record an aggregate of 1,616,138 shares of Common Stock of the Issuer, representing 13.7% of the Company's total issued and outstanding shares of Common Stock. The 13.7% ownership interest excludes shares underlying a warrant to purchase up to 2,000,000 shares of Common Stock owned by Paragon, which contractually caps any such exercise at a 19.99% aggregate beneficial ownership interest. Paragon disclaims beneficial ownership of any shares underlying the warrant in excess of the foregoing 19.99% limitation. As of the date of this filing, the number of exercisable shares underlying the warrant could not exceed 919,418 shares of Common Stock.
( 2 )Represents the shares of Common Stock of the Company owned of record by Paragon and beneficially by Alan Donenfeld. Mr. Donenfeld is the Managing Member of Paragon Capital Advisors LLC, which is the General Partner of Paragon and, therefore, may be deemed to beneficially own the securities owned of record by Paragon.

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