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 *

RESTREPO ROBERT P JR
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  50000 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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock option (right to purchase) $4.81 9/21/2020  D     33333   (2)10/28/2025 Common stock 33333  (3)0 D  
Stock option (right to purchase) $5.24 9/21/2020  D     33333   (4)8/18/2026 Common stock 33333  (3)0 D  
Stock option (right to purchase) $4.85 9/21/2020  D     15000   (5)7/26/2027 Common stock 15000  (3)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) All 33,333 options are exercisable.
(3) 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.
(4) All 33,333 options are exercisable.
(5) The option vests and becomes exercisable in equal installments on an annual basis over a four-year period commencing on July 26, 2017. 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
Director10% OwnerOfficerOther
RESTREPO ROBERT P JR
C/O MAJESCO
412 MT. KEMBLE AVE., SUITE 110C
MORRISTOWN, NJ 07960
X



Signatures
/s/Lori Stanley as Attorney-In-Fact For Robert P. Restrepo Jr.9/21/2020
**Signature of Reporting PersonDate

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