Mama's Creations (MAMA) Form 4 MamaMancini's / Alfred D'Agostino ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

D'Agostino Alfred

(Last) (First) (Middle)

777 PASSAIC AVE

(Street)

CLIFTON NJ 07012

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MamaMancini's Holdings, Inc. [ MMMB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2018

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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(1)	07/27/2017		J(2)		886	A	$1.08	742,490	D
Common Stock(1)	07/27/2017		C(3)		74,074	A	$0.675	816,564	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		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: 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	$1	11/20/2015		A		74,074		11/20/2015	11/19/2020	Common Stock	74,074	$1	74,074	D
Warrant	$1.5	11/20/2015		J		33,333		11/20/2015	11/19/2020	Common Stock	33,333	$1	33,333	D
Stock Option	$0.8	09/04/2018		A		25,000		(5)	09/03/2018	Common Stock	25,000	$0.8	25,000	D
Stock Option	$1.05	06/28/2017		A		25,000		(4)	06/27/2020	Common Stock	25,000	$1.05	25,000	D

Explanation of Responses:

1. Securities held by Alfred D'Agostino and Alfred D'Agostino Revocable Living Trust 11/6/09.

2. Dividend issued On Series A Preferred Stock

3. Automatic conversion of Series A Preferred Stock

4. Exercisable 25% on 8/1/2017, 11/1/2017, 2/1/2018 and 5/1/2018, respectively

5. Exercisable 25% on 11/1/2018, 2/1/2019, 5/1/2019 and 8/1/2019, respectively.

	/s/ Alfred D'Agostino	11/14/2018
	** 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 Number.