13G Filing: MFP Investors LLC and Papa Murphy’s Holdings Inc. (FRSH)

Item 1.

(a)

Name of Issuer

Papa Murphy’s Holdings, Inc.

(b)

Address of Issuer’s Principal Executive Offices

8000 NE Parkway Drive, Suite 350

Vancouver, WA 98662

USA

Item 2.

(a)

Name of Person Filing

MFP Partners, L.P.

MFP Investors LLC

Michael F. Price

(b)

Address of Principal Business Office or, if none, Residence

667 Madison Avenue, 25^th Floor

New York, NY 10065

(c)

Citizenship

MFP Partners, L.P. and MFP Investors LLC are each organized under the laws of the state of Delaware.  Michael F. Price is a citizen of the United States of America.

(d)

Title of Class of Securities

Common Stock, par value $0.01 per share

(e)

CUSIP Number

698814100

Item 3.

If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4.

Ownership.

MFP Partners, L.P. directly owns 1,686,628 shares of Common Stock, representing 9.9% of the total number of shares of Common Stock outstanding.  As the investment advisor to MFP Partners, L.P., MFP Investors LLC is deemed to have shared power to vote 1,686,628 shares of Common Stock, representing 9.9% of the total number of shares of Common Stock outstanding.  As Managing Member and controlling person of MFP Investors LLC, Michael F. Price is deemed to have shared power to vote 1,686,628 shares of Common Stock, representing 9.9% of the total number of shares of Common Stock outstanding.

Calculation based on 16,952,741 shares of Common Stock outstanding pursuant to the Issuer’s most recent Form 10-Q.