SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Kanter Joshua

(Last)

(First)

(Middle)

7090 UNION PARK AVENUE, SUITE 460

(Street)

SALT LAKE CITY

84047

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MEDGENICS, INC. [ MDGN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/13/2011

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/13/2011		C		23,908	A	⁽¹⁾	621,997	I	By Chicago Investments, Inc.⁽²⁾
Common Stock	04/13/2011		C		14,978	A	⁽³⁾	636,975	I	By Chicago Investments, Inc.⁽²⁾

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
2009 Convertible Debentures	⁽¹⁾	04/13/2011		C			0⁽¹⁾	06/16/2009	⁽¹⁾	Common Stock	⁽¹⁾	⁽¹⁾	0	I	By Chicago Investments, Inc.⁽²⁾
2009 Convertible Debentures	⁽¹⁾	04/13/2011		C			0⁽¹⁾	08/17/2009	⁽¹⁾	Common Stock	⁽¹⁾	⁽¹⁾	0	I	By Chicago Investments, Inc.⁽²⁾
2010 Convertible Debentures	⁽³⁾	04/13/2011		C			0⁽³⁾	09/22/2010	⁽³⁾	Common Stock	⁽³⁾	⁽³⁾	0	I	By Chicago Investments, Inc.⁽²⁾
Common Stock Warrants⁽⁴⁾	$4.99	04/13/2011		J		8,368		04/13/2011	04/12/2016	Common Stock	8,368	⁽⁴⁾	8,368	I	By Chicago Investments, Inc.⁽²⁾

Explanation of Responses:

1. The $15,000 Convertible Debenture, exercisable June 16, 2009, and the $50,000 Convertible Debenture, exercisable August 17, 2009, together with accrued interest thereon, automatically converted into shares of common stock of Medgenics, Inc. (the "Issuer") upon the closing of the Issuer's initial public offering in the U.S. based on a conversion price of $2.724 per share. The Convertible Debentures had no stated expiration date.

2. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or for any other purpose.

3. The $50,000 Convertible, together with accrued interest thereon, automatically converted into shares of common stock of the Issuer upon the closing of the Issuer's initial public offering in the U.S. based on a conversion price of $3.405 per share. The Convertible Debenture had no stated expiration date.

4. The reporting person received these Common Stock Warrants in connection with the conversion of the 2009 Convertible Debentures.

	/s/ Sarah Hoffman, Attorney-in-Fact	04/14/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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