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 *
  Tipp Jayson
 2. Date of Event Requiring Statement (Month/Day/Year)
05/01/2014		 3. Issuer Name and Ticker or Trading Symbol
Papa Murphy's Holdings, Inc. [F]
(Last)
(First)
(Middle)
C/O PAPA MURPHY'S HOLDINGS, INC., 8000 NE PARKWAY DRIVE, SUITE 350		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVO of Marketing, Strat & Tech
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

VANCOUVER, WA 98662		 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, par value $0.01 per share 29,213
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
Stock Options (right to buy)   (1) 03/11/2024 Common Stock 2,666 (2) $ 26.8 (2) D  
Stock Options (right to buy)   (3) 03/11/2024 Common Stock 1,412 (2) $ 26.8 (2) D  
Stock Options (right to buy)   (4) 03/11/2024 Common Stock 5,334 (2) $ 26.8 (2) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Tipp Jayson
C/O PAPA MURPHY'S HOLDINGS, INC.
8000 NE PARKWAY DRIVE, SUITE 350
VANCOUVER, WA 98662		       SVO of Marketing, Strat & Tech  

Signatures

/s/ Daniel R. Smith attorney-in-fact 05/01/2014
**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) Currently exercisable.
(2) Prior to adjustment for stock split contemplated in connection with the closing of the Issuer's initial public offering.
(3) Exercisable on the first trading day, after the expiration of any underwriter lock-up period, upon which the volume-weighted average closing price per share of the Issuer's common stock for the preceding consecutive 90 trading days equals or exceeds $22.00 per share.
(4) Exercisable in four equal annual installments beginning on December 19, 2014.
 
Remarks:
See Exhibit 24.1 - Power of Attorney

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