SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Majesco

(Last)

(First)

(Middle)

412 MOUNT KEMBLE

AVENUE, SUITE 110C

(Street)

MORRISTOWN,

07960

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/30/2020

3. Issuer Name and Ticker or Trading Symbol
InsPro Technologies Corp [ ITCC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.001	30,646,874⁽¹⁾⁽²⁾⁽³⁾	I	See notes 1,2 and 3 in "Explanation of Responses" below.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock, par value $0.001	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁵⁾	Common Stock	7,000,000	⁽⁶⁾	I	See notes 1,2 and 3 in "Explanation of Responses" below.
Series B Preferred Stock, par value $0.001	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁵⁾	Common Stock	86,543,720	⁽⁶⁾	I	See notes 1,2 and 3 in "Explanation of Responses" below.
Series C Preferred Stock, par value $0.001	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	⁽¹⁾⁽²⁾⁽³⁾⁽⁵⁾	Common Stock	20,000,000	⁽⁶⁾	I	See notes 1,2 and 3 in "Explanation of Responses" below.

Explanation of Responses:

1. Securities beneficially owned as a result of Majesco and a wholly-owned subsidiary of Majesco ("Merger Sub") entering into Voting Agreements, dated as of January 30, 2020, with certain stockholders of the Issuer (the "Voting Agreements"). Concurrently with the execution of the Voting Agreements, Majesco, Merger Sub and the Issuer entered into an Agreement and Plan of Merger, pursuant to which Merger Sub will be merged with and into the Issuer (the "Merger Agreement") with the Issuer continuing as the surviving corporation.

2. As a result of certain voting provisions contained in the Voting Agreements, the Reporting Person may be deemed to have beneficial ownership of the following shares of the Issuer's securities (the "Shares") covered by the Voting Agreements: 30,646,874 shares of common stock, 350,000 shares of Series A Preferred Stock, 4,327,186 shares of Series B Preferred Stock and 1,000,000 shares of Series C Preferred Stock.

3. The Reporting Person expressly disclaims any beneficial ownership of the Shares reported herein, and the Reporting Person does not have any pecuniary interest (as defined in Rule 16a-1(a)(2) of the Securities Exchange Act of 1934, as amended) in any of the Shares subject to the Voting Agreements. The Reporting Person declares that the filing of this Form 3 shall not be construed as an admission that the Reporting Person is the beneficial owner of any Shares reported in this Form 3. For additional information regarding the Voting Agreements and the Merger Agreement, see the Schedule 13D filed by Majesco with the United Securities and Exchange Commission on January 31, 2020.

4. The preferred stock is exercisable at any time.

5. The preferred stock has no expiration date.

6. Each share of preferred stock is convertible into 20 shares of the Issuer's common stock.

	/s/ Wayne Locke	02/03/2020
	** 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 5 (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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