The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

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

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001562963
   Corporation
X Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
UDF Paramount Multi-Family Opportunity Fund, L.P.
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
   Over Five Years Ago
X Within Last Five Years (Specify Year) 2012
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
UDF Paramount Multi-Family Opportunity Fund, L.P.
Street Address 1 Street Address 2
1301 MUNICIPAL WAY
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
GRAPEVINE TEXAS 76051 800-859-9338

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001562977
   Corporation
   Limited Partnership
X Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
UDF Paramount MOF Investors, LLC
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
   Over Five Years Ago
X Within Last Five Years (Specify Year) 2012
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
UDF Paramount MOF Investors, LLC
Street Address 1 Street Address 2
1301 MUNICIPAL WAY
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
GRAPEVINE TEXAS 76051 800-859-9338

3. Related Persons

Last Name First Name Middle Name
UDF Paramount MOF GenPar, LLC *
Street Address 1 Street Address 2
1301 Municipal Way
City State/Province/Country ZIP/PostalCode
Grapevine TEXAS 76051
Relationship:    Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

General Partner of Partnership Issuer and Managing Member of Company Issuer
Last Name First Name Middle Name
Greenlaw Hollis M.
Street Address 1 Street Address 2
1301 Municipal Way
City State/Province/Country ZIP/PostalCode
Grapevine TEXAS 76051
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Co-Chief Executive Officer and Co-President of the General Partner of Partnership Issuer and Managing Member of Company Issuer
Last Name First Name Middle Name
Stewart, III Roland
Street Address 1 Street Address 2
1301 Municipal Way
City State/Province/Country ZIP/PostalCode
Grapevine TEXAS 76051
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Co-Chief Executive Officer and Co-President of the General Partner of Partnership Issuer and Managing Member of Company Issuer
Last Name First Name Middle Name
Etter, Jr. Todd F.
Street Address 1 Street Address 2
1301 Municipal Way
City State/Province/Country ZIP/PostalCode
Grapevine TEXAS 76051
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Executive Vice President of the General Partner of Partnership Issuer and Managing Member of Company Issuer

4. Industry Group

   Agriculture
Banking & Financial Services
   Commercial Banking
   Insurance
   Investing
   Investment Banking
   Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
   Yes    No
   Other Banking & Financial Services
   Business Services
Energy
   Coal Mining
   Electric Utilities
   Energy Conservation
   Environmental Services
   Oil & Gas
   Other Energy
Health Care
   Biotechnology
   Health Insurance
   Hospitals & Physicians
   Pharmaceuticals
   Other Health Care
   Manufacturing
Real Estate
   Commercial
   Construction
   REITS & Finance
   Residential
X Other Real Estate
  
 Retailing
  
 Restaurants
Technology
   Computers
   Telecommunications
   Other Technology
Travel
   Airlines & Airports
   Lodging & Conventions
   Tourism & Travel Services
   Other Travel
  
 Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
   No Revenues    No Aggregate Net Asset Value
   $1 - $1,000,000    $1 - $5,000,000
   $1,000,001 - $5,000,000    $5,000,001 - $25,000,000
   $5,000,001 - $25,000,000    $25,000,001 - $50,000,000
   $25,000,001 - $100,000,000    $50,000,001 - $100,000,000
   Over $100,000,000    Over $100,000,000
X Decline to Disclose    Decline to Disclose
   Not Applicable    Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

   Rule 504(b)(1) (not (i), (ii) or (iii))    Rule 505
   Rule 504 (b)(1)(i) X Rule 506
   Rule 504 (b)(1)(ii)    Securities Act Section 4(5)
   Rule 504 (b)(1)(iii)    Investment Company Act Section 3(c)
   Section 3(c)(1)    Section 3(c)(9)  
   Section 3(c)(2)    Section 3(c)(10)
   Section 3(c)(3)    Section 3(c)(11)
   Section 3(c)(4)    Section 3(c)(12)
   Section 3(c)(5)    Section 3(c)(13)
   Section 3(c)(6)    Section 3(c)(14)
   Section 3(c)(7)

7. Type of Filing

   New Notice Date of First Sale 2012-11-15    First Sale Yet to Occur
X Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
   Yes X No

9. Type(s) of Securities Offered (select all that apply)

X Equity    Pooled Investment Fund Interests
   Debt    Tenant-in-Common Securities
   Option, Warrant or Other Right to Acquire Another Security    Mineral Property Securities
   Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security    Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
   Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $25,000 USD

12. Sales Compensation

Recipient
Recipient CRD Number    None
Austin R. Dutton Jr. 2739167
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Newbridge Securities Corporation 104065
Street Address 1 Street Address 2
1451 Cypress Creek Road Suite 204
City State/Province/Country ZIP/Postal Code
Ft. Lauderdale FLORIDA 33309
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
NEW JERSEY
PENNSYLVANIA
Recipient
Recipient CRD Number    None
Robert E. Wamhoff 2082701
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
VSR Financial Services, Inc. 14503
Street Address 1 Street Address 2
1520 South 5th Street Suite 300
City State/Province/Country ZIP/Postal Code
Saint Charles MISSOURI 63303
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
MISSOURI
Recipient
Recipient CRD Number    None
Charles T. Rognon 816295
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
IMS Securities Inc. 35567
Street Address 1 Street Address 2
3988 Greens Prairie Road West
City State/Province/Country ZIP/Postal Code
College Station TEXAS 77845
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
TEXAS
Recipient
Recipient CRD Number    None
James Franklin Beck 1729263
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Beck Capital Management LLC 152705
Street Address 1 Street Address 2
2009 S. Capital of Texas Highway Suite 200
City State/Province/Country ZIP/Postal Code
Austin TEXAS 78746
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
OHIO
Recipient
Recipient CRD Number    None
Genevieve G. Mar 2744037
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Berthel Fisher and Company Financial Services Inc. 13609
Street Address 1 Street Address 2
1434 Techny Road
City State/Province/Country ZIP/Postal Code
Northbrook ILLINOIS 60062
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ARIZONA
ILLINOIS
Recipient
Recipient CRD Number    None
Jason R. Segawa 4826346
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Independent Financial Group LLC 7717
Street Address 1 Street Address 2
1164 Bishop Street Suite 1512
City State/Province/Country ZIP/Postal Code
Honolulu HAWAII 96813
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
HAWAII
Recipient
Recipient CRD Number    None
James C. Durnin 2717955
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Berthel Fisher and Company Financial Services Inc. 13609
Street Address 1 Street Address 2
11291 E Via Linda Suite 132
City State/Province/Country ZIP/Postal Code
Scottsdale ARIZONA 85259
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ARIZONA
ILLINOIS
SOUTH CAROLINA
Recipient
Recipient CRD Number    None
John E. Gorely 225973
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
VSR Financial Services, Inc. 14503
Street Address 1 Street Address 2
182 Mine Lake Court Suite 100
City State/Province/Country ZIP/Postal Code
Raleigh NORTH CAROLINA 27615
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
NORTH CAROLINA
Recipient
Recipient CRD Number    None
Justin M. Simmons 5274372
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Beck Capital Management LLC 152705
Street Address 1 Street Address 2
2009 S. Capital of Texas Highway Suite 200
City State/Province/Country ZIP/Postal Code
Austin TEXAS 78746
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
FLORIDA
ILLINOIS
TEXAS
Recipient
Recipient CRD Number    None
Kristopher F. Etter 4562123
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
IMS Securities Inc. 35567
Street Address 1 Street Address 2
5740 Prospect Avenue Suite 2000
City State/Province/Country ZIP/Postal Code
Dallas TEXAS 75206
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
TEXAS
Recipient
Recipient CRD Number    None
Mark A. Upchurch 2937074
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Centaurus Financial Inc. 30833
Street Address 1 Street Address 2
5850 San Felipe Suite 500
City State/Province/Country ZIP/Postal Code
Houston TEXAS 77057
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
TEXAS
Recipient
Recipient CRD Number    None
Matthew Edwin Myland 2912931
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
GMF Private Wealth Management LP 159471
Street Address 1 Street Address 2
1301 Municipal Way Suite 140
City State/Province/Country ZIP/Postal Code
Grapevine TEXAS 76051
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
TEXAS
Recipient
Recipient CRD Number    None
Robert D. Coleman 1342496
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
VSR Financial Services Inc. 14503
Street Address 1 Street Address 2
5460 Merle Hay Road Suite J
City State/Province/Country ZIP/Postal Code
Johnston IOWA 50131
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
IOWA
Recipient
Recipient CRD Number    None
Stephen J. Quiner 1152908
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
VSR Financial Services Inc. 14503
Street Address 1 Street Address 2
5460 Merle Hay Road Suite J
City State/Province/Country ZIP/Postal Code
Johnston IOWA 50131
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
IOWA
Recipient
Recipient CRD Number    None
Michael H. Cunningham 2499939
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
VSR Financial Services Inc. 14503
Street Address 1 Street Address 2
9016 North Kelley Avenue
City State/Province/Country ZIP/Postal Code
Oklahoma City OKLAHOMA 73131
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
NEW MEXICO
OKLAHOMA
Recipient
Recipient CRD Number    None
Robert D'Agosta 1903105
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Berthel Fisher and Company Financial Services Inc. 13609
Street Address 1 Street Address 2
2821 Spring Haven Place
City State/Province/Country ZIP/Postal Code
Macungie PENNSYLVANIA 18062
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
MICHIGAN
NEW JERSEY
OHIO
PENNSYLVANIA
Recipient
Recipient CRD Number    None
William G. Christian Jr. 2521197
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
IMS Securities Inc. 35567
Street Address 1 Street Address 2
975 Corbindale Suite 211
City State/Province/Country ZIP/Postal Code
Houston TEXAS 77024
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
TEXAS
Recipient
Recipient CRD Number    None
Stephen C. Pfaff 2724225
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
VSR Financial Services Inc. 14503
Street Address 1 Street Address 2
555 South Hercules Avenue Suite 401
City State/Province/Country ZIP/Postal Code
Clearwaer FLORIDA 33764
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
KANSAS
Recipient
Recipient CRD Number    None
Ty W. Henderson 2373435
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
IMS Securities, Inc. 35567
Street Address 1 Street Address 2
975 Corbindale Suite 211
City State/Province/Country ZIP/Postal Code
Houston TEXAS 77204
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
TEXAS
Recipient
Recipient CRD Number X None
Stephen E. Miner None
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
VSR Financial Services Inc. 14503
Street Address 1 Street Address 2
8620 W. 110th Street Suite 200
City State/Province/Country ZIP/Postal Code
Overland Park KANSAS 66210
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
INDIANA

13. Offering and Sales Amounts

Total Offering Amount $26,200,000 USD
or    Indefinite
Total Amount Sold $5,040,939 USD
Total Remaining to be Sold $21,159,061 USD
or    Indefinite

Clarification of Response (if Necessary):

Offering amount represents (i)aggregate offering amount of $21,000,000 for partnership interests in UDF Paramount Multi-Family Opportunity Fund, LP and (ii)aggregate offering amount of $5,200,000 for membership interests in UDF Paramount MOF Investors LLC

14. Investors

  
 Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
73

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $277,959 USD
X Estimate
Finders' Fees $0 USD
   Estimate

Clarification of Response (if Necessary):

Soliciting Dealers will receive a selling commission of up to 7% from the gross offering proceeds and a reallowance of an additional 1% of the gross offering proceeds.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$290,000 USD
X Estimate

Clarification of Response (if Necessary):

The General Partner will receive reimbursement for out-of-pocket offering and organizational expenses

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Rule 505 exemption, the issuer is not disqualified from relying on Rule 505 for one of the reasons stated in Rule 505(b)(2)(iii).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

X I also am a duly authorized representative of the other issuer(s) identified in Item 1 above and authorized to sign on their behalf.
Issuer Signature Name of Signer Title Date
UDF Paramount Multi-Family Opportunity Fund, L.P. /Hollis M. Greenlaw/ Hollis M. Greenlaw Co-President and Co-CEO of General Partner 2013-01-18

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 number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.