Sec Form 3 Filing - Majesco @ InsPro Technologies Corp - 2020-01-30

FORM 3 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 Majesco 2. Issuer Name and Ticker or Trading Symbol InsPro Technologies Corp [ ITCC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 412 MOUNT KEMBLE, AVENUE, SUITE 110C 3. Date of Earliest Transaction (MM/DD/YY) 01/30/2020 (Street) MORRISTOWN,, NJ07960 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 30,646,874 ( 1 ) ( 2 ) ( 3 ) I See notes 1,2 and 3 in "Explanation of Responses" below.

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 Series A Preferred Stock, par value $0.001 ( 6 ) ( 1 )( 2 )( 3 )( 4 ) ( 1 )( 2 )( 3 )( 5 ) Common Stock 7,000,000 I See notes 1,2 and 3 in "Explanation of Responses" below. Series B Preferred Stock, par value $0.001 ( 6 ) ( 1 )( 2 )( 3 )( 4 ) ( 1 )( 2 )( 3 )( 5 ) Common Stock 86,543,720 I See notes 1,2 and 3 in "Explanation of Responses" below. Series C Preferred Stock, par value $0.001 ( 6 ) ( 1 )( 2 )( 3 )( 4 ) ( 1 )( 2 )( 3 )( 5 ) Common Stock 20,000,000 I See notes 1,2 and 3 in "Explanation of Responses" below.

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Majesco 412 MOUNT KEMBLE AVENUE, SUITE 110C MORRISTOWN,, NJ07960 X Signatures /s/ Wayne Locke 02/03/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Securities beneficially owned as a result of Majesco and a wholly-owned subsidiary of Majesco ("Merger Sub") entering into Voting Agreements, dated as of January 30, 2020, with certain stockholders of the Issuer (the "Voting Agreements"). Concurrently with the execution of the Voting Agreements, Majesco, Merger Sub and the Issuer entered into an Agreement and Plan of Merger, pursuant to which Merger Sub will be merged with and into the Issuer (the "Merger Agreement") with the Issuer continuing as the surviving corporation. ( 2 )As a result of certain voting provisions contained in the Voting Agreements, the Reporting Person may be deemed to have beneficial ownership of the following shares of the Issuer's securities (the "Shares") covered by the Voting Agreements: 30,646,874 shares of common stock, 350,000 shares of Series A Preferred Stock, 4,327,186 shares of Series B Preferred Stock and 1,000,000 shares of Series C Preferred Stock. ( 3 )The Reporting Person expressly disclaims any beneficial ownership of the Shares reported herein, and the Reporting Person does not have any pecuniary interest (as defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934, as amended) in any of the Shares subject to the Voting Agreements. The Reporting Person declares that the filing of this Form 3 shall not be construed as an admission that the Reporting Person is the beneficial owner of any Shares reported in this Form 3. For additional information regarding the Voting Agreements and the Merger Agreement, see the Schedule 13D filed by Majesco with the United Securities and Exchange Commission on January 31, 2020. ( 4 )The preferred stock is exercisable at any time. ( 5 )The preferred stock has no expiration date. ( 6 )Each share of preferred stock is convertible into 20 shares of the Issuer's common stock.

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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