EPSN Epsilon Energy Ltd

13D/A

*SEE INSTRUCTIONS BEFORE FILLING OUT

1	NAMES OF REPORTING PERSONS
	Paragon JV Partners, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			900,000
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			900,000
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	900,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	3.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

This Amendment relates to Common Shares sold by Mr. Dyer for the account of Paragon JV on behalf of Paragon, Paragon II and Paragon III.  Paragon GP serves as the general partner of each of Paragon, Paragon II and Paragon III and as the investment advisor of Paragon JV and may direct the vote and disposition of the 900,000 Common Shares held by Paragon JV.  As the sole and managing member of Paragon GP, Mr. Dyer may direct Paragon GP to direct, and, as the authorized agent to Paragon JV, may direct, the vote and disposition of the 900,000 Common Shares held by Paragon JV.

Item 3 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

              The net investment costs (including commissions, if any) of the Common Shares purchased by the Reporting Persons is $ 3,396,419.89.  The source of these funds was the working capital of the Reporting Persons.

                   

Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows: 

     (a)     As of June 9, 2023, Paragon JV, by virtue of carrying out the purposes of Paragon, Paragon II and Paragon III per the joint venture agreement of Paragon JV, a copy of which was filed as Exhibit 2 to the Schedule 13D filed by the Reporting Persons on November 2, 2010 and is incorporated herein by reference, as subsequently amended by the First Amendment thereto, a copy of which was filed as Exhibit 3 to the Schedule 13D/A filed by the Reporting Persons on July 27, 2015 and incorporated herein by reference, beneficially owns 900,000 Common Shares, which represents 3.9% of the Issuer’s outstanding Common Shares.

The percentage of ownership of the Reporting Persons, as reported in this Schedule 13D was calculated by dividing (i) 900,000 Common Shares owned by Paragon JV, by (ii) 22,926,444 Common Shares outstanding as of May 9, 2023 based upon the Form 10-Q filed with the Securities and Exchange Commission on August May 11, 2023.

Paragon GP does not have direct beneficial ownership of the 900,000 shares of the Issuer’s Common Shares; however, Paragon GP, as the general partner of each of Paragon, Paragon II and Paragon III, may be deemed, for purposes of determining beneficial ownership pursuant to Rule 13d-3, to have indirect beneficial ownership of such shares.

Mr. Dyer does not have direct beneficial ownership of the 900,000 shares of the Issuer’s Common Shares; however, Mr. Dyer, as sole and managing member of Paragon GP, and as agent for Paragon JV, may be deemed, for purposes of determining beneficial ownership pursuant to Rule 13d-3, to have indirect beneficial ownership of such shares.

              (b)     Paragon JV has the power to vote and dispose of the 900,000 Common Shares it holds; Paragon GP, as the general partner of each of Paragon, Paragon II and Paragon III, has the power to vote and dispose of the 900,000 Common Shares held by Paragon JV; and Mr. Dyer, as the sole and managing member of Paragon JV and the authorized agent of Paragon JV, has the power to vote and dispose of the 900,000 Common Shares held by Paragon JV.

               (c)     Except as reported in the Schedule 13D, Annex A attached hereto lists all transactions in the Common Shares during the past sixty (60) days by the Reporting Persons.  The transactions in the Common Shares were effected in the open market.

   (d)    Not Applicable.

   (e)    On October 31, 2022 each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the outstanding Common Shares. The filing of this Amendment represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.