MJCO Majesco

FORM 4 [X] 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                                                                                   
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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 * Maheshwari Arun K	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)
(Last)          (First)          (Middle) C/O MAJESCO, 412 MT. KEMBLE AVE., SUITE 110C	3. Date of Earliest Transaction (MM/DD/YYYY) 9/21/2020
(Street) MORRISTOWN, NJ 07960 (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
Common Stock	9/21/2020		D		52529	D	(1)	0	D
Common Stock	9/21/2020		D		102920	D	(1)	0	I	see footnote (2)

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
Stock option (right to purchase)	$4.92	9/21/2020		D			83333	(3)	6/29/2025	Common stock	83333	(4)	0	D
Stock option (right to purchase)	$5.24	9/21/2020		D			83333	(5)	8/18/2026	Common stock	83333	(4)	0	D
Stock option (right to purchase)	$4.85	9/21/2020		D			15000	(6)	7/26/2027	Common stock	15000	(4)	0	D

Explanation of Responses:
(1)	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 share of Issuer common stock was converted into the right to receive $16.00 in cash.
(2)	Owned by the Vijaylakshmi Maheshwari Trust.
(3)	All 83,333 options are exercisable.
(4)	Disposition pursuant to the Merger Agreement. Pursuant to the Merger Agreement, on the Effective Date of the merger, 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.
(5)	All 83,333 options are exercisable.
(6)	The options vest and become exercisable in equal installments on an annual basis over a four-year. Upon the Effective Date of the merger, the vesting of all unvested options was accelerated such that all unvested options became immediately exercisable.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Maheshwari Arun K C/O MAJESCO 412 MT. KEMBLE AVE., SUITE 110C MORRISTOWN, NJ 07960	X

Signatures
/s/ Lori Stanley as Attorney-In-Fact For Arun Maheshwari		9/21/2020
**Signature of Reporting Person		Date