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 *

Stetson John 		2. Issuer Name and Ticker or Trading Symbol

MAJESCO ENTERTAINMENT CO [ COOL ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

4041-T HADLEY ROAD 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/1/2016
(Street)

S. PLAINFIELD, NJ 07080
(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
Common stock, par value $0.001 per share   12/1/2016     A    175000   (1) A   (1) 320801   (2) D  
 
Common stock, par value $0.001 per share   12/2/2016     P    11621   A   (3) 332422   D  
 
Common stock, par value $0.001 per share   12/2/2016     P    5555   A   (4) 19444   I   See footnote   (4)
Common stock, par value $0.001 per share   12/2/2016     P    5555   A   (5) 19444   I   See footnote   (5)
Series A Convertible Preferred Stock   12/2/2016     C    11621   D   (3) 0   D  
 
Series D Convertible Preferred Stock   12/2/2016     C    555.5   D   (4) 0   I   See footnote   (4)
Series D Convertible Preferred Stock   12/2/2016     C    555.5   D   (4) 0   I   See footnote   (5)

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)  Represents a restricted stock award (the "Restricted Stock Award") pursuant to the Issuer's 2017 Equity Incentive Plan (the "Plan"), which Plan is subject to stockholder approval.
( 2)  Represents (i) the Restricted Stock Award, (ii) a restricted stock award of 50,000 shares granted pursuant to the Issuer's 2014 Equity Incentive Plan, (iii) a restricted stock award of 87,500 shares granted pursuant to the Issuer's 2016 Equity Incentive Plan of which 50% vested on April 25, 2016 and 50% vested on December 1, 2016 and (iv) 8,301 shares of the Issuer's common stock.
( 3)  On December 2, 2016, the Reporting Person converted 11,621 shares of the Issuer's Series A Convertible Preferred Stock at a conversion rate of one share of common stock for one share of Series A Convertible Preferred Stock.
( 4)  On December 2, 2016, Stetson Capital Investments, Inc. converted 555.5 shares of the Issuer's Series D Convertible Preferred Stock at a conversion rate of ten shares of common stock for one share of Series D Convertible Preferred Stock. John Stetson is the President of Stetson Capital Investments, Inc. and in such capacity has voting and dispositive control over the securities held by such entity.
( 5)  On December 2, 2016, Stetson Capital Investments, Inc. Retirement Plan converted 555.5 shares of the Issuer's Series D Convertible Preferred Stock at a conversion rate of ten shares of common stock for one share of Series D Convertible Preferred Stock. John Stetson is the Trustee of Stetson Capital Investments, Inc. Retirement Plan and in such capacity has voting and dispositive control over the securities held by such entity.

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

Signatures
/s/ John Stetson 12/6/2016
** 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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