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 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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1. Name and Address of Reporting Person * WOLF CARL T   2. Issuer Name and Ticker or Trading Symbol MamaMancini's Holdings, Inc. [MMMB] 5. 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 (Last) (First) (Middle) 9 VOSE AVENUE, APT. 322 3. Date of Earliest Transaction (Month/Day/Year) 06/12/2015 (Street) SOUTH ORANGE, NJ 07079 4. If Amendment, Date 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 (City) (State) (Zip) 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 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

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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 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

Convertible Debenture

$ 1.5

05/15/2015

J(1)

1

05/15/2015

07/15/2016

Common Stock

133,334

$ 200,000

0

D

Series A Convertible Preferred Stock

$ 1.25

06/12/2015

J(1)

2,000

06/12/2015

(5)

Common Stock

160,000

$ 200,000

2,000

D

Series A Convertible Preferred Stock

$ 1.25

06/12/2015

J(2)

3,000

06/12/2015

(5)

Common Stock

240,000

$ 300,000

5,000

D

Series A Convertible Preferred Stock

$ 1.25

06/12/2015

P(3)

1,000

06/12/2015

(5)

Common Stock

80,000

$ 100,000

6,000

D

Warrant

$ 1.25

06/12/2015

J(1)

1

06/12/2015

06/12/2020

Common Stock

(4)

$ 200,000

1

D

Warrant

$ 1.25

06/12/2015

J(2)

1

06/12/2015

06/12/2020

Common Stock

(4)

$ 300,000

2

D

Warrant

$ 1.25

06/12/2015

P(3)

1

06/12/2015

06/12/2020

Common Stock

(4)

$ 100,000

3

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
WOLF CARL T 9 VOSE AVENUE, APT. 322 SOUTH ORANGE, NJ 07079	X	X	Chief Executive Officer

Signatures

/s/ Carl T. Wolf		06/16/2015
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Pursuant to the terms of the Convertible Debenture (the "Debenture"), the Debenture was automatically converted upon a Qualified Offering. Upon conversion of the Debenture Mr. Wolf received 4 units with each Unit comprised of (i) five hundred (500) shares of Series A Preferred ("Unit Shares"), convertible into the Company's Common Stock at a conversion price of $1.25 per share and (ii) one (1) Warrant to purchase 100% of the number of Conversion Shares (as defined in the Debenture) initially issuable upon conversion of the Unit Shares to the purchaser at the exercise price of $1.25 per share.
(2)	In addition, On May 15, 2015, and June 4, 2015 Mr. Wolf advanced the Company $200,000 and $100,000, respectively, in the form of demand notes (the "Demand Notes"). The Company and Mr. Wolf agreed to convert the principal amount of the Demand Notes into an additional six (6) Units.
(3)	Mr. Wolf also purchased two (2) Units for an aggregate purchase price of $100,000.
(4)	The Warrant entitles Mr. Wolf to purchase up to the number of shares of Common Stock ("Warrant Shares") that is equal to 100% of the number of Conversion Shares initially issuable upon conversion of the Unit Shares issued. The Warrants are for a term of five (5) years and are exercisable at a price of $1.25 per Warrant Share.
(5)	The Series A Convertible Preferred Stock has no expiration date.

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