Majesco Form 4 Majesco / Rajesh Hukku 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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X

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^*

Hukku Rajesh

(Last) (First) (Middle)

C/O MAJESCO

412 MT. KEMBLE AVE., SUITE 110C

(Street)

MORRISTOWN NJ 07960

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Majesco [ MJCO ]

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)
09/21/2020

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

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
Stock option (right to purchase)	$5.79	09/21/2020		D			50,000	(1)	06/07/2028	Common stock	50,000	(2)	0	D

Explanation of Responses:

1. The options vest and become exercisable in installments of approximately 33.33% on an annual basis over a 3-year period commencing on June 7, 2018. Upon the Effective Date (as defined below) of the merger, the vesting of all unvested options was accelerated such that all unvested options became immediately exercisable.

2. Disposition pursuant to the Amended and Restated Agreement and Plan of Merger dated as of August 8, 2020 by and among Majesco, Magic Intermediate, LLC and Magic Merger Sub, Inc. (the "Merger Agreement"). Pursuant to the Merger Agreement, on the effective date of the merger (September 21, 2020) (the "Effective Date"), each option to purchase shares of the Issuer's common stock, whether vested or unvested, was cancelled in exchange for the right to receive an amount in cash equal to the product of (a) the excess of $16.00 over the exercise price of such option multiplied by (b) the number of shares of Issuer common stock subject to such option.

	/s/ Lori Stanley as Attorney-In-Fact For Rajesh Hukku	09/21/2020
	** 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).
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