Ownership Submission
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 *
  MORSE MATTHEW
2. Date of Event Requiring Statement (Month/Day/Year)
09/24/2013
3. Issuer Name and Ticker or Trading Symbol
Hot Mamas Foods, Inc. [HOTF]
(Last)
(First)
(Middle)
134 AVOCADO STREET
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SPRINGFIELD, MA 01104
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 18,512,203
D
 

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
Series E Common Stock Purchase Warrant   (1) 03/28/2018 Common Stock 4,195,361 $ 13.65 D  
Series F Common Stock Purchase Warrant   (1) 08/11/2018 Common Stock 2,097,680 $ 13.65 D  
Series G Common Stock Purchase Warrant   (1) 08/11/2018 Common Stock 699,227 $ 15.6 D  
Series H Common Stock Purchase Warrant   (1) 08/11/2018 Common Stock 699,227 $ 17.55 D  
Series A Convertible Preferred Stock   (2)   (2) Common Stock 10,168,396 $ 3.7771 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MORSE MATTHEW
134 AVOCADO STREET
SPRINGFIELD, MA 01104
  X   X   Chief Executive Officer  

Signatures

/s/ Matthew Morse 10/02/2013
**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) These warrants were issued pursuant to an agreement of merger entered into as of July 26, 2013 by and among the Issuer and vest immediately.
(2) Each share of Series A Preferred Stock is convertible at the option of the Holder into that number of shares of Common Stock of the Corporation equal to (a) the Face Value of such share of Series A Preferred Stock divided by, $1,000 face value, (b) a per share price of the Common Stock of $3.7713 per share. The Series A stock is immediately exercisable and has no expiration date.

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