Brian H. Callahan Form 3 MAM SOFTWARE / Brian H. Callahan 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^*

Callahan Brian H.

(Last) (First) (Middle)

MAM SOFTWARE LTD.,

MAPLE PARK, TANKERSLEY

(Street)

BARNSLEY, SOUTH YORKSHIRE X0 S75 3DP

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/19/2015

3. Issuer Name and Ticker or Trading Symbol
MAM SOFTWARE GROUP, INC. [ MAMS ]

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

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

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)

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
Restricted Stock	(1)	(1)	Common Stock(1)	160,000	0.00	D

Explanation of Responses:

1. The common stock vests, subject to Mr. Callahan's continued employment with the Issuer, in accordance with the following schedule: 20% when the market price of the Issuer's Common Stock trades at or above $9 for the previous 30 day volume weighted average price ("VWAP"); 30% when the market price of the Issuer's Common Stock trades at or above $10 for the previous 30 day VWAP; 30% when the market price of the Issuer's Common Stock trades at or above $11 for the previous 30 day VWAP, and; 20% when the market price of the Issuer's Common Stock trades at or above $12 for the previous 30 day VWAP.

	/s/ Brian H. Callahan	10/22/2015
	** 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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