Sec Form 4 Filing - Wilson Stephen R @ MAJESCO ENTERTAINMENT CO - 2014-12-17

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Wilson Stephen R 2. Issuer Name and Ticker or Trading Symbol MAJESCO ENTERTAINMENT CO [ COOL] 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) 160 RARITAN CENTER PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 12/17/2014 (Street) EDISON, NJ08837 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Restricted Common Stock 12/17/2014 A 15,530 ( 1 ) A $ 0 65,043 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Options $ 0.68 12/17/2014 A 64,470 ( 2 ) ( 3 ) Common Stock 64,470 $ 0 64,470 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wilson Stephen R 160 RARITAN CENTER PARKWAY EDISON, NJ08837 X Signatures /s/ Stephen R. Wilson 12/19/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares of Restricted Common Stock were granted under the terms of the Issuer's Amended and Restated 2004 Employee, Director and Consultant Incentive Plan and vesting is contingent on the occurrence of (i) one or more acquisitions by the Issuer of any business, assets, stock licenses, interests or properties approved by the stockholders of the Issuer or any acquisition involving assets, shares of capital stock, any purchase, merger, consolidation, recapitalization, or reorganization or involving any licensing, royalties, sharing arrangement or otherwise, which value of such transaction is in excess of $25,000,000 for the Issuer's interest therein, (ii) a public or private financing in which the Issuer receives gross proceeds of at least $7,500,000 in one or more transactions or (iii) a change of control (such events listed in (i) through (iii), a "Triggering Event"). ( 2 )The Stock Options were granted under the Issuer's 2014 Equity Incentive Plan (the "2014 Plan") and vesting is contingent on shareholder approval of the 2014 Plan and the occurrence of a Triggering Event. ( 3 )The expiration date of the Stock Options shall be five years from the date of a Triggering Event.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.