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 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 *

JONAS HOWARD S 		2. Issuer Name and Ticker or Trading Symbol

Zedge, Inc. [ ZDGE ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O ZEDGE, INC., 22 CORTLANDT STREET, 14TH FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

10/19/2016
(Street)

NEW YORK, NY 10007
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Class B Common Stock   10/19/2016     P    17457   A $3.1614   66267   (1) D    
Class B Common Stock                  65880   I   By The Jonas Foundation  
Class B Common Stock                  1278120   (2) I   By Trust FBO Michael Jonas   (3)
Class B Common Stock                  518   I   Custodial for Son (Joseph)  
Class B Common Stock                  518   I   Custodial for Daughter (Rachel)  
Class B Common Stock                  518   I   Custodial for Daughter (Tamar)  
Class B Common Stock                  518   I   Custodial for Daughter (Miriam)  
Class B Common Stock                  518   I   Custodial for Son (Jonathan)  
Class A Common Stock                  524775   (4) I   By Trust FBO Michael Jonas  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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

Explanation of Responses:
( 1)  Excludes 289,864 shares of Class B Common Stock that were transferred to the Reporting Person's trust for the benefit of Michael Jonas.
( 2)  Includes 289,864 shares of Class B Common Stock that were transferred to the trust for the benefit of Michael Jonas from the Reporting Person.
( 3)  These shares are held in trust for the benefit of the Reporting Person's child. The Reporting Person's spouse is the trustee of the trust. Mr. Jonas does not exercise or share investment control of these shares.
( 4)  Shares were transferred from the Reporting Person to the trust for the benefit of Michael Jonas.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
JONAS HOWARD S
C/O ZEDGE, INC.
22 CORTLANDT STREET, 14TH FLOOR
NEW YORK, NY 10007 		X X


Signatures
Joyce J. Mason, by Power of Attorney 10/20/2016
** 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 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).
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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