Sec Form 4 Filing - Grafman Allan @ MAJESCO ENTERTAINMENT CO - 2013-08-03

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, 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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1. Name and Address of Reporting Person Grafman Allan 2. Issuer Name and Ticker or Trading Symbol MAJESCO ENTERTAINMENT CO [ COOL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 160 RARITAN CENTER PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 08/03/2013 (Street) EDISON, NJ08837 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/15/2013 G( 1 ) V 4,000 ( 1 ) D $ 0 125,169 D Restricted Common Stock 08/03/2013 A 18,750 ( 2 ) A $ 0 143,919 D Common Stock 08/05/2013 S 19,672 ( 3 ) D $ 0.62 124,247 D Common Stock 03/15/2013 G( 1 ) V 3,000 ( 1 ) A $ 0 3,000 I By children Common Stock 03/15/2013 G( 1 ) V 1,000 ( 1 ) A $ 0 1,000 I By reporting person as UGMA custodian for child

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Stock Options $ 0.64 08/03/2013 A 63,493 ( 4 ) 08/03/2020 Common Stock 63,493 $ 0.64 63,493 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Grafman Allan 160 RARITAN CENTER PARKWAY EDISON, NJ08837 X Signatures /s/ Allan Grafman 08/06/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction involved a gift of securities by the reporting person of 1,000 shares of common stock of the issuer to each one of his four children, 1,000 of which were transferred to the reporting person as custodian for his minor son under the Uniform Gifts to Minors Act and the remaining 3,000 of which were transferred to accounts of his adult children over which the reporting person has power of attorney. The reporting person disclaims beneficial ownership of the shares held by his children, and this report should not be deemed an admission that the reporting person is the beneficial owner of any of his children's shares for the purposes of Section 16 or for any other purpose. ( 2 )Quarterly restricted stock grant pursuant to the issuer's director compensation policy that vests 180 days from the grant date. ( 3 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 Plan. ( 4 )Annual option grant pursuant to the Issuer's director compensation policy, which options vest over a two-year period with one-half vesting on each of the first and second anniversaries of the date of issuance.

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 4(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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