SEC FORM 3

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Stetson John

(Last)

(First)

(Middle)

4041 T HADLEY ROAD

(Street)

S. PLAINFIELD

07080

(City)

(State)

(Zip)

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

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CFO, EVP, Secretary

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	339,391⁽¹⁾⁽²⁾	D
Common Stock	83,334⁽²⁾	I	See Footnote⁽³⁾
Common Stock	83,334⁽²⁾	I	See Footnote⁽⁴⁾

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: 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	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	12/17/2014	⁽⁵⁾	Common Stock	0⁽²⁾	⁽⁶⁾	D
Series D Convertible Preferred Stock	10/01/2015	⁽⁵⁾	Common Stock	0⁽²⁾	⁽⁷⁾	I	See Footnote⁽³⁾
Series D Convertible Preferred Stock	10/01/2015	⁽⁵⁾	Common Stock	0⁽²⁾	⁽⁷⁾	I	See Footnote⁽⁴⁾

Explanation of Responses:

1. Of which 300,000 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 55,147 shares of common stock underlying Series A Preferred Stock and 66,660 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. Stetson Capital Investments, Inc., for which Mr. Stetson holds voting and dispositive power.

4. Stetson Capital Investments, Inc. Retirement Plan, for which Mr. Stetson holds voting and dispositive power.

5. This class of convertible preferred stock does not expire.

6. Convertible into1 share of common stock per preferred share.

7. Convertible into 10 shares of common stock per preferred share.

	/s/ John Stetson	10/05/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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