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 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 *
Simpson Tom
  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)
(Last)
(First)
(Middle)
PO BOX 462
3. Date of Earliest Transaction (Month/Day/Year)
05/03/2021
(Street)

EAST SCHODACK, NY 12063
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
Common stock, par value $0.1 per share 05/03/2021   A   3,000 A $ 20.41 (3) 60,000 D  
Common stock, par value $0.01 per share               12,593 I By Kick Start III, LLC (5)
Common stock. par value $0.01 per share               8,395 I By Kick Start IV, LLC (6)
Common stock, par value $0.01 per share               23,879 I By WIN Partners (7)
Common stock, par value $0.01 per share               9,737 I BY Kick Start, LLC (4)
Common stock, par value $0.01 per share               25 I By Wife

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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
Director Stock Option (Right to Buy) (1) $ 20.41 05/03/2021   A   1,250     (2) 05/03/2031 Common stock, par value $0.1 per share 1,250 $ 0 2,000 D  
Warrant to purchase common stock, par value $0.01 per share $ 0.01             03/30/2020 03/30/2025 Common stock, par value $0.01 per share 1,448   1,448 I By Kick Start III, LLC (5)
Warrant to purchase common stock, par value $0.01 per share $ 0.01             03/30/2020 03/30/2025 Common stock, par value $0.1 per share 965   965 I By Kick Start IV, LLC (6)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Simpson Tom
PO BOX 462
EAST SCHODACK, NY 12063
  X      

Signatures

 Tom Simpson   05/05/2021
**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) The equity transactions listed above is pursuant to equity plans qualified under 16b-3 and exempt from Section 16(b) of the Securities Exchange Act
(2) Option grants become exercisable in 4 equal annual installments beginning on the first anniversary of the date of grant and expire 10 years after grant.
(3) Annual compensation paid in shares of common stock pursuant to the 2005 Long Term Incentive and Share Award Plan, as Amended, which such plan qualifies under Section 16(b)-3
(4) Securities held by Kick Start, LLC. Mr. Simpson holds an interest, manages and has voting control of Kick Start, LLC.
(5) Securities held by Kick Start III, LLC. Mr. Simpson holds an interest, manages and has voting control of Kick Start III, LLC.
(6) Securities held by Kick Start IV, LLC. Mr. Simpson holds an interest, manages and has voting control of Kick Start IV, LLC.
(7) Securities held by WIN Partners. Mr. Simpson holds an interest, manages and has voting control of WIN Partners.

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