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 * ELSTER ADAM	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 __X__ Officer (give title below)    _____ Other (specify below) Chief Executive Officer
(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		50750	D	(1)	0	D

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
Restricted Stock Units	(2)	9/21/2020		D			200000	(3)	(3)	Common stock	200000	(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)	Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
(3)	The restricted stock units are granted pursuant to the Issuer's 2015 Equity Incentive Plan and vest in three equal installments on the first, second and third anniversaries of the date of the grant. Upon the Effective Date of the merger, the vesting of all restricted stock units was accelerated such that all unvested restricted stock units became immediately vested.
(4)	Disposition pursuant to the Merger Agreement. Pursuant to the Merger Agreement, on the Effective Date of the merger, each restricted stock unit was converted into the right to receive $16.00 in cash.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ELSTER ADAM C/O MAJESCO 412 MT. KEMBLE AVE., SUITE 110C MORRISTOWN, NJ 07960	X		Chief Executive Officer

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