FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Stetson John

2. Date of Event Requiring Statement (MM/DD/YYYY)
9/25/2015 

3. Issuer Name and Ticker or Trading Symbol

MAJESCO ENTERTAINMENT CO [COOL]

(Last)        (First)        (Middle)

4041 T HADLEY ROAD

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)
CFO, EVP, Secretary /

(Street)

S. PLAINFIELD, NJ 07080       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   339391   (1) (2) D  
 
Common Stock   83334   (2) I   See Footnote   (3)
Common Stock   83334   (2) I   See Footnote   (4)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock   12/17/2014     (5) Common Stock   0   (2)   (6) D  
 
Series D Convertible Preferred Stock   10/1/2015     (5) Common Stock   0   (2)   (7) I   See Footnote   (3)
Series D Convertible Preferred Stock   10/1/2015     (5) Common Stock   0   (2)   (7) I   See Footnote   (4)

Explanation of Responses:
( 1)  Of which 300,000 shares represent a restricted stock award under the 2014 Equity Incentive Plan approved by the Company's shareholders, and which vest at a rate of 1/24 of such award shares per month or upon a Qualified Transaction as defined in the award.
( 2)  Excludes 55,147 shares of common stock underlying Series A Preferred Stock and 66,660 shares of common stock underlying Series D Preferred Stock as to which the holder may not convert or exercise, as applicable, an amount which results in the holder's beneficial ownership, together with all shares owned by affiliates, exceeding 4.99% of the Company's issued and outstanding shares.
( 3)  Stetson Capital Investments, Inc., for which Mr. Stetson holds voting and dispositive power.
( 4)  Stetson Capital Investments, Inc. Retirement Plan, for which Mr. Stetson holds voting and dispositive power.
( 5)  This class of convertible preferred stock does not expire.
( 6)  Convertible into1 share of common stock per preferred share.
( 7)  Convertible into 10 shares of common stock per preferred share.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Stetson John
4041 T HADLEY ROAD
S. PLAINFIELD, NJ 07080


CFO, EVP, Secretary

Signatures
/s/ John Stetson 10/5/2015
** Signature of Reporting Person Date


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 5(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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