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, 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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(Print or Type Responses)

1. Name and Address of Reporting Person *   Elbogen Noah A. 2. Date of Event Requiring Statement (Month/Day/Year) 12/21/2017 3. Issuer Name and Ticker or Trading Symbol Papa Murphy's Holdings, Inc. [FRSH] (Last) (First) (Middle) 7755 CENTER AVENUE, SUITE 300 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) 12/22/2017 (Street) HUNTINGTON BEACH, CA 92647 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 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 $0.01 per share 7,175 (1) D   Common Stock, par value $0.01 per share 1,559,233 I See footnote (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Elbogen Noah A. 7755 CENTER AVENUE SUITE 300 HUNTINGTON BEACH, CA 92647	  X	Â	Â	Â

Signatures

/s/ Daniel R. Smith attorney-in-fact		12/22/2017
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	This amendment to the Initial Statement of Beneficial Ownership of Securities on Form 3, filed with the Securities and Exchange Commission on December 22, 2017, is being filed to correct the number of shares of Common Stock reported as beneficially owned directly by the reporting person from 10,175 shares to 7,175 shares.
(2)	Represents shares held by Misada Capital Flagship Fund ("Misada Fund"). Misada Capital Holdings LLC ("Misada Holdings"), is the general partner of the Misada Fund. Noah A. Elbogen is a managing member of the general partner of Misada Holdings.

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