Edgar Filing: MAJESCO ENTERTAINMENT CO

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Honig Barry C

2. Date of Event Requiring Statement (Month/Day/Year)
09/25/2015

3. Issuer Name and Ticker or Trading Symbol
MAJESCO ENTERTAINMENT CO [COOL]

(Last)

(First)

(Middle)

4041 T HADLEY ROAD

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)
CEO and Chairman

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

S. PLAINFIELD,Â NJÂ 07080

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	657,889 ⁽¹⁾ ⁽²⁾	D	Â
Common Stock	91,706 ⁽²⁾	I	See footnote ⁽³⁾
Common Stock	110,470 ⁽²⁾	I	See footnote ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	12/17/2014	Â ⁽⁵⁾	Common Stock	$ 0 ⁽²⁾	$ ⁽⁶⁾	D	Â
Series A Convertible Preferred Stock	12/17/2014	Â ⁽⁵⁾	Common Stock	$ 0 ⁽²⁾	$ ⁽⁶⁾	I	See footnote ⁽⁴⁾
Series A Convertible Preferred Stock	12/17/2014	Â ⁽⁵⁾	Common Stock	$ 0 ⁽²⁾	$ ⁽⁷⁾	I	See footnote ⁽⁸⁾
Series B Convertible Preferred Stock	05/18/2015	Â ⁽⁵⁾	Common Stock	$ 0 ⁽²⁾	$ ⁽⁷⁾	D	Â
Series B Convertible Preferred Stock	05/18/2015	Â ⁽⁵⁾	Common Stock	$ 0 ⁽²⁾	$ ⁽⁷⁾	I	See footnote ⁽⁸⁾
Series C Convertible Preferred Stock	05/15/2015	Â ⁽⁵⁾	Common Stock	$ 0 ⁽²⁾	$ ⁽⁹⁾	I	See footnote ⁽³⁾
Series D Convertible Preferred Stock	10/01/2015	Â ⁽⁵⁾	Common Stock	$ 0 ⁽²⁾	$ ⁽¹⁰⁾	I	See footnote ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Honig Barry C 4041 T HADLEY ROAD S. PLAINFIELD,Â NJÂ 07080	Â	Â	Â CEO and Chairman	Â

Signatures

/s/ Barry Honig		10/05/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	Of which 400,000 shares represent a restricted stock award under the 2014 Equity Incentive Plan approved by the Company's shareholders, and which vest at a rate of 1/24 of such award shares per month or upon a Qualified Transaction as defined in the award.
(2)	Excludes 2,478,188 shares of common stock underlying Series A Preferred Stock, 1,659,600 shares of common stock underlying Series B Preferred Stock, 833,334 shares of common stock underlying Series C Preferred Stock and 333,330 shares of common stock underlying Series D Preferred Stock as to which the holder may not convert or exercise, as applicable, an amount which results in the holder's beneficial ownership, together with all shares owned by affiliates, exceeding 4.99% of the Company's issued and outstanding shares.
(3)	GRQ Consultants, Inc. 401K, of which Mr. Honig holds voting and dispositive power.
(4)	GRQ Consultants, Inc. Roth 401K FBO Barry Honig, of which Mr. Honig holds voting and dispositive power.
(5)	This class of convertible preferred stock does not expire.
(6)	Convertible into 1 share of common stock per preferred share.
(7)	Convertible into 100 shares of common stock per preferred share.
(8)	Marlin Capital Investments, LLC, of which Mr. Honig holds voting and dispositive power.
(9)	Convertible into 100 shares of common stock per preferred share.
(10)	Convertible into 10 shares of common stock per preferred share.

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