SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* WYNNEFIELD PARTNERS SMALL CAP VALUE LP (Last) (First) (Middle) 450 SEVENTH AVENUE SUITE 509 (Street) NEW YORK NY 10123 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol MAM SOFTWARE GROUP, INC. [ NONE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 09/22/2010
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	09/22/2010		P		30,000	A	$0.0867	2,774,608	D(1)(2)
Common Stock	09/22/2010		P		41,000	A	$0.0867	8,919,311	I	See Footnote(3)(4)(5)(6)
Common Stock	09/22/2010		P		29,000	A	$0.0867	8,919,311	I	See Footnote(3)(4)(5)(6)
Common Stock	09/23/2010		P		92,380	A	$0.082	2,774,608	D(2)
Common Stock	09/23/2010		P		122,180	A	$0.082	8,919,311	I	See Footnote(3)(4)(5)(6)
Common Stock	09/23/2010		P		83,440	A	$0.082	8,919,311	I	See Footnote(3)(4)(5)(6)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Preferred Stock	(7)	07/22/2010		J(7)		128,205		(7)	(7)	Common Stock	128,205	$0	128,205	D(2)
Preferred Stock	(7)	07/22/2010		J(7)		352,564		(7)	(7)	Common Stock	352,564	$0	352,564	I	See Footnotes(3)(4)(5)(6)

1. Name and Address of Reporting Person* WYNNEFIELD PARTNERS SMALL CAP VALUE LP (Last) (First) (Middle) 450 SEVENTH AVENUE SUITE 509 (Street) NEW YORK NY 10123 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WYNNEFIELD PARTNERS SMALL CAP VALUE LP I (Last) (First) (Middle) 450 SEVENTH AVENUE SUITE 509 (Street) NEW YORK NY 10123 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND LTD (Last) (First) (Middle) 450 SEVENTH AVE STE 509 (Street) NEW YORK NY 10123 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WYNNEFIELD CAPITAL MANAGEMENT LLC (Last) (First) (Middle) 450 SEVENTH AVE STE 509 (Street) NEW YORK NY 10123 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WYNNEFIELD CAPITAL INC (Last) (First) (Middle) 450 SEVENTH AVENUE SUITE 509 (Street) NEW YORK NY 10123 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* OBUS NELSON (Last) (First) (Middle) 450 SEVENTH AVENUE SUITE 509 (Street) NEW YORK NY 10123 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LANDES JOSHUA (Last) (First) (Middle) 450 SEVENTH AVENUE SUITE 509 (Street) NEW YORK NY 10123 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. This Form 4 is being filed jointly by Wynnefield Partners Small Cap Value, L.P. ("Partners"), Wynnefield Partners Small Cap Value, L.P. I ("Partners I"), Wynnefield Small Cap Value Offshore Fund, Ltd. ("Offshore"), Channel Partnership II, L.P. ("Channel"), Wynnefield Capital Inc. Profit Sharing Plan (the "Plan"), Wynnefield Capital Management, LLC ("WCM"), Wynnefield Capital, Inc. ("WCI"), Nelson Obus and Joshua Landes (each, a "Reporting Person"), as members of a group under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Each of the Reporting Persons maintains an office at the same address. Each of the Reporting Persons identified in this statement disclaims beneficial ownership of the securities described in this statement, except to the extent of their individual respective pecuniary interest in such securities.

2. On the date hereof, Partners directly beneficially owns 2,744,608 shares of common stock of MAM Software Group, Inc. (MAMS) and 128,205 shares of preferred stock of MAMS. WCM, as the sole general partner of Partners, has an indirect beneficial ownership interest in the shares of common stock and preferred stock that Partners directly beneficially owns. Nelson Obus and Joshua Landes, as co-managing members of WCM, have an indirect beneficial ownership interest in the shares of common stock and preferred stock that Partners directly beneficially owns.

3. On the date hereof, Partners has an indirect beneficial ownership interest in 3,488,053 shares of common stock and 128,205 shares of preferred stock, which are directly beneficially owned by Partners I. WCM, as the sole general partner of Partners I, has an indirect beneficial ownership interest in the shares of common stock and preferred stock that Partners I directly beneficially owns. Mr. Obus and Mr. Landes, as co-managing members of WCM, have an indirect beneficial ownership interest in the shares of common stock and preferred stock that Partners I directly beneficially owns.

4. On the date hereof, Partners has an indirect beneficial ownership interest in 4,789,394 shares of common stock and 128,205 shares of preferred stock, which are directly beneficially owned by Offshore. WCI, as the sole investment manager of Offshore, has an indirect beneficial ownership interest in the shares of common stock and preferred stock that Offshore directly beneficially owns. Mr. Obus and Mr. Landes, as principal executive officers of WCI have an indirect beneficial ownership interest in the shares of common stock and preferred stock that Offshore directly beneficially owns.

5. On the date hereof, Partners has an indirect beneficial ownership interest in 625,000 shares of common stock and 96,154 shares of preferred stock, which are directly beneficially owned by Channel. Mr. Obus, as the sole general partner of Channel, has an indirect beneficial ownership interest in the shares of common stock and preferred stock that Channel directly beneficially owns.

6. On the date hereof, Partners has an indirect beneficial ownership interest in 16,864 shares of common stock, which are directly beneficially owned by the Plan. Mr. Obus has the power to vote and dispose of the Plan's investments in securities and has an indirect beneficial ownership interest in the shares of common stock that the Plan directly beneficially owns.

7. The Reporting Persons received the shares of preferred stock described herein in an exchange of all the warrants held by the Reporting Persons, as previously reported on the Reporting Persons' Form 3. Each share of preferred stock is convertible into one share of common stock at the option of the Issuer.

	WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. By: Wynnefield Capital Management, LLC General Partner, /s/ Nelson Obus, Managing Member	09/24/2010
	WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I By: Wynnefield Capital Management, LLC General Partner, /s/ Nelson Obus, Managing Member	09/24/2010
	WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD. By: Wynnefield Capital, Inc., /s/ Nelson Obus, President	09/24/2010
	WYNNEFIELD CAPITAL MANAGEMENT, LLC , /s/ Nelson Obus, Managing Member	09/24/2010
	WYNNEFIELD CAPITAL, INC. , /s/ Nelson Obus, President	09/24/2010
	/s/ Nelson Obus, Individually	09/24/2010
	/s/ Joshua Landes, Individually	09/24/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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