SEC FORM 5

SEC FORM 5 SEC Form 5

FORM 5

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

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Simpson Tom

(Last)

(First)

(Middle)

2818 N. SULLIVAN ROAD

(Street)

SPOKANE

99216

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Kaspien Holdings Inc. [ KSPN ]

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
01/30/2021

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock, par value $0.1 per share	11/25/2020		X4	12,593	A	$0.01	12,593	I	By Kick Start III, LLC⁽²⁾
Common stock, par value $0.1 per share	11/25/2020		X4	8,395	A	$0.01	8,395	I	By Kick Start IV, LLC⁽³⁾
Common Stock, par value $.01 per share							57,000	D
Common stock, par value $.01 per share							23,879	I	By WIN Partners⁽⁴⁾
Common Stock, par value $.01 per share							9,737	I	By Kick Start, LLC⁽¹⁾
Common stock, par value $.01 per share							25	I	By Wife

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant to purchase Common Stock, par value $0.01 per share	$0.01	11/25/2020		4X		12,593	03/30/2020	03/30/2025	Common Stock, par value $0.01 per share	12,593	$0	1,448	I	By Kick Start III, LLC⁽²⁾
Warrant to purchase Common Stock, par value $0.01 per share	$0.01	11/25/2020		4X		8,395	03/30/2020	03/30/2025	Common Stock, par value $0.01 per share	8,395	$0	965	I	By Kick Start IV,LLC⁽³⁾

Explanation of Responses:

1. Securities held by Kick Start, LLC. Mr. Simpson holds an interest, manages and has voting control of Kick Start, LLC.

2. Securities held by Kick Start III, LLC. Mr. Simpson holds an interest, manages and has voting control of Kick Start III.

3. Securities held by Kick Start IV, LLC. Mr. Simpson holds an interest, manages and has voting control of Kick Start IV, LLC.

4. Securities held by WIN Partners. Mr. Simpson holds an interest, manages and has voting control of WIN Partners.

	Tom Simpson	03/08/2021
	** 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 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.

SEC Form 5 filed by Tom Simpson