Sec Form 4 Filing - Stetson John @ MAJESCO ENTERTAINMENT CO - 2016-12-01

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 Stetson John 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 X __ Officer (give title below) _____ Other (specify below) CHIEF FINANCIAL OFFICER (Last) (First) (Middle) 4041-T HADLEY ROAD 3. Date of Earliest Transaction (MM/DD/YY) 12/01/2016 (Street) S. PLAINFIELD, NJ07080 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, par value $0.001 per share 12/01/2016 A 175,000 ( 1 ) A 320,801 ( 2 ) D Common stock, par value $0.001 per share 12/02/2016 P 11,621 A 332,422 D Common stock, par value $0.001 per share 12/02/2016 P 5,555 A 19,444 I See footnote ( 4 ) Common stock, par value $0.001 per share 12/02/2016 P 5,555 A 19,444 I See footnote ( 5 ) Series A Convertible Preferred Stock 12/02/2016 C 11,621 D 0 D Series D Convertible Preferred Stock 12/02/2016 C 555.5 D 0 I See footnote ( 4 ) Series D Convertible Preferred Stock 12/02/2016 C 555.5 D 0 I See footnote ( 5 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Stetson John 4041-T HADLEY ROAD S. PLAINFIELD, NJ07080 X CHIEF FINANCIAL OFFICER Signatures /s/ John Stetson 12/06/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a restricted stock award (the "Restricted Stock Award") pursuant to the Issuer's 2017 Equity Incentive Plan (the "Plan"), which Plan is subject to stockholder approval. ( 2 )Represents (i) the Restricted Stock Award, (ii) a restricted stock award of 50,000 shares granted pursuant to the Issuer's 2014 Equity Incentive Plan, (iii) a restricted stock award of 87,500 shares granted pursuant to the Issuer's 2016 Equity Incentive Plan of which 50% vested on April 25, 2016 and 50% vested on December 1, 2016 and (iv) 8,301 shares of the Issuer's common stock. ( 3 )On December 2, 2016, the Reporting Person converted 11,621 shares of the Issuer's Series A Convertible Preferred Stock at a conversion rate of one share of common stock for one share of Series A Convertible Preferred Stock. ( 4 )On December 2, 2016, Stetson Capital Investments, Inc. converted 555.5 shares of the Issuer's Series D Convertible Preferred Stock at a conversion rate of ten shares of common stock for one share of Series D Convertible Preferred Stock. John Stetson is the President of Stetson Capital Investments, Inc. and in such capacity has voting and dispositive control over the securities held by such entity. ( 5 )On December 2, 2016, Stetson Capital Investments, Inc. Retirement Plan converted 555.5 shares of the Issuer's Series D Convertible Preferred Stock at a conversion rate of ten shares of common stock for one share of Series D Convertible Preferred Stock. John Stetson is the Trustee of Stetson Capital Investments, Inc. Retirement Plan and in such capacity has voting and dispositive control over the securities held by such entity.

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).

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