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^*

Adler Yaron

(Last)

(First)

(Middle)

C/O ORGENESIS INC.

20271 GOLDENROD LANE

(Street)

GERMANTOWN

20876

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Orgenesis Inc. [ ORGS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2014

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	06/11/2018		C		37,662	A	⁽¹⁾	37,662	I	Held through Yaron Adler Investment (1999) LTD

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)
Warrants	$6.24	03/04/2014		A		16,026		03/04/2017	03/04/2017	Common Stock	16,026	$0	16,026	I	Held through Yaron Adler Investment (1999) LTD
Warrants	$6.24	11/30/2015		A		9,616		11/30/2018	11/30/2018	Common Stock	9,616	$0	9,616	I	Held through Yaron Adler Investment (1999) LTD
6% Convertible Note	$4.8⁽²⁾	09/15/2014		P		100,000⁽³⁾		09/15/2014	03/15/2015	Common Stock	⁽³⁾	$0	100,000⁽³⁾	I	Held through Yaron Adler Investment (1999) LTD
6% Convertible Note	$4.8⁽²⁾	06/11/2018		C			100,000⁽³⁾	09/15/2014	03/15/2015	Common Stock	37,662⁽²⁾⁽³⁾	$0	0	I	Held through Yaron Adler Investment (1999) LTD
Stock Option	$4.8⁽²⁾	12/09/2016		A		41,667⁽²⁾		⁽⁴⁾	12/09/2026	Common Stock	41,667⁽²⁾	$0	41,667⁽²⁾	D

Explanation of Responses:

1. These securities were acquired by the reporting person upon the conversion of a convertible note as described in footnote 3 below.

2. Represents post-reverse stock split amounts.

3. Represents an unsecured convertible note with a maturity date of March 15, 2015 (the "Maturity Date") issued by the Issuer to the reporting person on September 15, 2014 for a loan of $100,000 (the "Principal Amount"). The Principal Amount and any accrued but unpaid interest was convertible into shares of common stock of the Issuer (each a "Conversion Share") at a conversion price of $0.40 per Conversion Share. The conversion price per Conversion Share was adjusted to $4.80 as a result of the post-reverse stock split. Interest accrued daily at a rate of 6% per 360-day year and, due to default, increased to 24% per 360-day year, including the Principal Amount and any accrued but unpaid interest, from and after the Maturity Date. On June 11, 2018, the reporting person converted the loan and any accrued but unpaid interest and received 37,662 Conversion Shares in full satisfaction of the convertible note.

4. These non-plan options were awarded to purchase shares of common stock of the Issuer and vested in equal quarterly installments over a two-year period from the award date.

	/s/ Yaron Adler	03/05/2019
	** Signature of Reporting Person	Date
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).
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