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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Bultot Hugues

(Last)

(First)

(Middle)

AVENUE DE L'HORIZON 24

(Street)

WOLUWE SAINT PIERRE

1150

(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)
06/18/2015

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 Shares⁽⁶⁾								5,050,454	D
Common Shares⁽⁶⁾	01/16/2017		J⁽¹⁾		376,115	D	⁽¹⁾	4,674,339	D
Common Shares⁽⁶⁾	11/17/2017		X⁽⁴⁾		2,452,751	A	$356,549.04	7,127,090	D

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)
Stock Options⁽⁶⁾	⁽³⁾							03/02/2015	11/05/2017	Common Stock	2,650,108		2,650,108	D
Stock Options⁽⁶⁾	⁽³⁾	01/16/2017		J⁽²⁾			197,357	03/02/2015	11/05/2017	Common Stock	197,357	⁽²⁾	2,452,751	D
Stock Options⁽⁶⁾	$0.1454	11/17/2017		X			2,452,751	03/02/2015	11/05/2017	Common Stock	2,452,751	⁽⁴⁾	0	D
Stock Options⁽⁶⁾	$0.53	06/18/2015		A		250,000		06/18/2015	06/18/2020	Common Stock	250,000	$0.53	250,000	D
Stock Options⁽⁶⁾	$0.4	12/09/2016		A		500,000		⁽⁵⁾	12/09/2026	Common Stock	500,000	$0.4	750,000	D

Explanation of Responses:

1. As a result of the termination of the Masthercell SA's convertible note without conversion, the number of shares of common stock of Orgenesis Inc. (the "Issuer") received by Mr. Hugues Bultot as consideration for the purchase of Masthercell SA by the Issuer was reduced by 376,115 shares.

2. Under a private agreement Mr. Hugues Bultot had an option to purchase 2,650,108 shares of common stock of the Issuer from the Universite Libre de Bruxelles. As a result of the termination of the Masthercell SA's convertible note without conversion, the number of shares purchasable under the option was reduced by 197,357 shares.

3. The price per share was to be calculated on the basis of the total price for all shares taking into account the following formula: Total price for all shares = 750,000 EUR * (1 + 12.5%)N whereby N = the number of years after October 14, 2011, it being understood that in case the option is exercised before November 5, 2015 this number of years is increased by one.

4. On November 17, 2017, Mr. Bultot exercised the option to purchase 2,452,751 shares at an exercise price of $0.1454 per share from the Universite Libre de Bruxelles.

5. Vest quarterly over two years.

6. The information in this Form 4 does not reflect a reverse stock split of the Issuer's common stock at a ratio of 1-for-12, effective as of November 13, 2017.

	/s/ Hugues Bultot	12/06/2017
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.