Sec Form 5 Filing - Simpson Tom @ Kaspien Holdings Inc. - 2021-01-30

FORM 5 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 Simpson Tom 2. Issuer Name and Ticker or Trading Symbol Kaspien Holdings Inc. [ KSPN] 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) 2818 N. SULLIVAN ROAD 3. Date of Earliest Transaction (MM/DD/YY) 01/30/2021 (Street) SPOKANE, WA99216 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 $0.1 per share 11/25/2020 X 12,593 A $ 0.01 12,593 I By Kick Start III, LLC ( 2 ) Common stock, par value $0.1 per share 11/25/2020 X 8,395 A $ 0.01 8,395 I By Kick Start IV, LLC ( 3 ) Common Stock, par value $.01 per share 57,000 D Common stock, par value $.01 per share 23,879 I By WIN Partners ( 4 ) Common Stock, par value $.01 per share 9,737 I By Kick Start, LLC ( 1 ) Common stock, par value $.01 per share 25 I By Wife

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 Warrant to purchase Common Stock, par value $0.01 per share $ 0.01 11/25/2020 X 12,593 03/30/2020 03/30/2025 Common Stock, par value $0.01 per share 12,593 $ 0 1,448 I By Kick Start III, LLC ( 2 ) Warrant to purchase Common Stock, par value $0.01 per share $ 0.01 11/25/2020 X 8,395 03/30/2020 03/30/2025 Common Stock, par value $0.01 per share 8,395 $ 0 965 I By Kick Start IV,LLC ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Simpson Tom 2818 N. SULLIVAN ROAD SPOKANE, WA99216 X Signatures Tom Simpson 03/08/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Securities held by Kick Start, LLC. Mr. Simpson holds an interest, manages and has voting control of Kick Start, LLC. ( 2 )Securities held by Kick Start III, LLC. Mr. Simpson holds an interest, manages and has voting control of Kick Start III. ( 3 )Securities held by Kick Start IV, LLC. Mr. Simpson holds an interest, manages and has voting control of Kick Start IV, LLC. ( 4 )Securities held by WIN Partners. Mr. Simpson holds an interest, manages and has voting control of WIN Partners.

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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