FORM 4
[X] 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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Callahan Brian H.
2. Issuer Name and Ticker or Trading Symbol

MAM SOFTWARE GROUP, INC. [ MAMS ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Financial Officer
(Last)          (First)          (Middle)

TWO VALLEY SQUARE, SUITE 220;, 512 TOWNSHIP LINE ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

10/21/2019
(Street)

BLUE BELL, PA 19422
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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  10/21/2019    D(1)    147862 (2) D $12.12  0  D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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

Explanation of Responses:
(1)  On October 21, 2019, Kerridge Commercial Systems Group Limited, an English private limited company ("Parent") indirectly acquired the Issuer in an all-cash merger pursuant to that certain Agreement and Plan of Merger, dated as of August 30, 2019 (the "Merger Agreement"), among the Issuer, Parent and Chickadee Holdings Inc., a Delaware corporation and indirect wholly owned subsidiary of Parent ("Merger Sub"). In accordance with terms of the Merger Agreement, Merger Sub merged with and into Issuer (the "Merger"), with the Issuer surviving the Merger as an indirect wholly-owned subsidiary of Parent. The Merger is more fully described in the Issuer's information statement filed with the Securities and Exchange Commission on September 30, 2019.
(2)  Mr. Callahan's Form 4 filed on October 3, 2019 reports beneficial ownership of 161,441 share of common stock. Since the date of that filing, the Issuer retained 13,579 shares of common stock for the purpose of paying withholding taxes on shares of restricted stock that had previously vested. Mr. Callahan did not file a Form 4 to reflect the disposition of such 13,579 shares of common stock.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Callahan Brian H.
TWO VALLEY SQUARE, SUITE 220;
512 TOWNSHIP LINE ROAD
BLUE BELL, PA 19422


Chief Financial Officer

Signatures
/s/ Brian H. Callahan 10/21/2019
**Signature of Reporting Person Date


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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.
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