Sec Form 4 Filing - Michaels Adam Laurance @ Mama's Creations, Inc. - 2024-09-24

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
Michaels Adam Laurance
2. Issuer Name and Ticker or Trading Symbol
Mama's Creations, Inc. [ MAMA]
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 MAMA'S CREATIONS, INC., 25 BRANCA ROAD
3. Date of Earliest Transaction (MM/DD/YY)
09/24/2024
(Street)
EAST RUTHERFORD, NJ07073
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
Common Stock 09/24/2024 S( 1 ) 65,898 D $ 7.4234 ( 2 ) 543,260 D
Common Stock 09/24/2024 A 26,240 ( 3 ) A 569,500 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 Option (right to buy) $ 7.57 09/24/2024 A 26,420 ( 5 ) 09/24/2034 Common Stock 26,420 $ 0 26,420 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Michaels Adam Laurance
C/O MAMA'S CREATIONS, INC.
25 BRANCA ROAD
EAST RUTHERFORD, NJ07073
X Chief Executive Officer
Signatures
/s/ Charles Lange, attorney in fact for Adam Michaels 09/26/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Sales effected pursuant to a Rule 10b5-1 "sell to cover" trading plan adopted by the reporting person on June 24, 2024 for the purpose of satisfying the Reporting Person's tax withholding obligations upon the settlement of previously granted restricted stock awards.
( 2 )Reflects the weighted average price of 65,898 shares of common stock of Mama's Creations, Inc. sold by the reporting person in multiple transactions on September 24, 2024, with sale prices ranging from $7.32 to $7.54 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
( 3 )Restricted stock units ("RSUs") scheduled to vest in three substantially equal annual installments on each of September 24, 2025, September 24, 2026 and September 24, 2027.
( 4 )Each RSU represents a contingent right to receive one share of MAMA common stock.
( 5 )Stock options scheduled to vest in three substantially equal annual installments on each of September 24, 2025, September 24, 2026 and September 24, 2027.

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).

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