Sec Form 4 Filing - Hersh Chad @ Majesco - 2018-02-26

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 Hersh Chad 2. Issuer Name and Ticker or Trading Symbol Majesco [ MJCO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Vice President (Last) (First) (Middle) C/O MAJESCO, 412 MT. KEMBLE AVE., SUITE 110C 3. Date of Earliest Transaction (MM/DD/YY) 02/26/2018 (Street) MORRISTOWN, NJ10001 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 02/26/2018 M 1,581 A $ 4.92 1,581 D Common Stock 02/26/2018 F 1,470 D $ 5.5405 ( 1 ) 111 D

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 Employee Stock Options ( 2 ) ( 3 ) $ 4.92 02/26/2018 M 1,581 ( 3 ) 06/29/2025 Common Stock 1,581 $ 0 40,085 ( 2 ) ( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hersh Chad C/O MAJESCO 412 MT. KEMBLE AVE., SUITE 110C MORRISTOWN, NJ10001 Executive Vice President Signatures /s/ Lori Stanley as Attorney-In-Fact for Chad Hersh 02/28/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This sales price reflects a weighted average of multiple prices ranging from $5.54 to $5.60. Full information regarding the number of shares sold at each price will be provided to the Securities and Exchange Commission staff, the Issuer or any security holder of the Issuer upon request. ( 2 )As previously reported on a Form 4 filed on July 1, 2015, on June 29, 2015, the Reporting Person was granted qualified stock options to purchase up to 83,333 shares of common stock of the Issuer (the "2015 Options"). The 2015 Options were granted pursuant to the Issuer's 2015 Equity Incentive Plan. ( 3 )The 2015 Options were to vest and become exercisable in four equal annual installments with the first installment vesting on June 29, 2016. However, in January 2018, the Reporting Person resigned as Executive Vice President of the Issuer, and the 2015 Options that did not vest as of the date of resignation were terminated.

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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