Jamieson Karson Form 3 SOUPMAN / JAMIESON KARSON ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

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1. Name and Address of Reporting Person^*

KARSON JAMIESON

(Last) (First) (Middle)

C/O 1110 SOUTH AVENUE

SUITE 100

(Street)

STATEN ISLAND NY 10314

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/26/2015

3. Issuer Name and Ticker or Trading Symbol
SOUPMAN, INC. [ SOUP ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

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	1,250,000(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: 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

Explanation of Responses:

1. Consists of 416,667 shares of common stock issued and 833,333 shares issuable over the next 60 days under his employment agreement. Mr. Karson will receive 416,667 shares of the Company's restricted common stock monthly each month for the first year of employment. The total shares granted Year 1, if employed for the entire year, will be 5,000,000 shares. Beginning on the 13th month anniversary of his employment agreement, and for each month thereafter that Mr. Karson is employed by the Company up and through July 15, 2017, Mr. Karson will receive restricted common stock of the Company on the 15th day of each month, equal to the number of shares that equals $16,666.67, based on the closing stock price on the 15th day of each month.

	/s/ Jamieson Karson	07/05/2015
	** 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.
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