ZDGE Zedge Inc

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	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 * JONAS HOWARD S	2. Issuer Name and Ticker or Trading Symbol Zedge, Inc. [ ZDGE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) C/O ZEDGE, INC., 1178 BROADWAY, SUITE 1450, 3RD FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY) 3/15/2023
(Street) NEW YORK, NY 10001 (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
Class B Common Stock, par value $.01 per share	3/15/2023		G(1)	V	8884	D	$0.00	664	I	By HSJ 2020 Zedge Annuity Trust
Class B Common Stock, par value $.01 per share	3/15/2023		G(1)	V	8884	A	$0.00	8884	D
Class B Common Stock, par value $.01 per share	3/15/2023		G(2)	V	664	D	$0.00	0	I	By HSJ 2020 Zedge Annuity Trust
Class B Common Stock, par value $.01 per share	3/15/2023		G(2)	V	664	A	$0.00	33444	I	By HSJ 2019 Remainder Trust
Class B Common Stock, par value $.01 per share	3/15/2023		G(3)	V	2397	D	$0.00	0	I	By HSJ 2019 Zedge Annuity Trust
Class B Common Stock, par value $.01 per share	3/15/2023		G(3)	V	2397	A	$0.00	35841	I	By HSJ 2019 Remainder Trust
Class B Common Stock, par value $.01 per share	3/15/2023		G(4)	V	28713	D	$0.00	0	I	By HSJ 2020 IDW-Zedge Annuity Trust
Class B Common Stock, par value $.01 per share	3/15/2023		G(4)	V	28713	A	$0.00	37597	D
Class B Common Stock, par value $.01 per share								22898	I	By HSJ 2022 Annuity Trust I
Class B Common Stock, par value $.01 per share								65880	I	By The Jonas Foundation
Class B Common Stock, par value $.01 per share								518	I	By Daughter (Miriam)

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)	These shares were transferred from the HSJ 2020 Zedge Annuity Trust to the Reporting Person's direct holdings.
(2)	These shares were transferred from the HSJ 2020 Zedge Annuity Trust to the HSJ 2019 Remainder Trust.
(3)	These shares were transferred from the HSJ 2019 Zedge Annuity Trust to the HSJ 2019 Remainder Trust.
(4)	These shares were transferred from the HSJ 2020 IDW-Zedge Annuity Trust to the Reporting Person's direct holdings.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
JONAS HOWARD S C/O ZEDGE, INC. 1178 BROADWAY, SUITE 1450, 3RD FLOOR NEW YORK, NY 10001	X

Signatures
Joyce J. Mason, by Power of Attorney		3/17/2023
**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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