FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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
                      

1. Name and Address of Reporting Person *

Estate of Lord Leonard Steinberg

2. Date of Event Requiring Statement (MM/DD/YYYY)
4/7/2011 

3. Issuer Name and Ticker or Trading Symbol

MEDGENICS, INC. [NONE]

(Last)        (First)        (Middle)

20 CARRWOOD

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

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

(Street)

HALEBARNS CHESHIRE, X0 WA15 0EE       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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 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   544028   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		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
Common Stock Warrants   5/31/2007   5/31/2012   Common Stock   32741   $5.74   D    
Common Stock Warrants   12/4/2007   12/4/2012   Common Stock   21828   $5.74   D    
Common Stock Warrants   12/4/2007   12/4/2012   Common Stock   23783   $6.79   D    
Common Stock Warrants   1/30/2009   1/30/2012   Common Stock   12857   $8.75   D    
2009 Convertible Debentures   6/16/2009     (1) Common Stock     (1)   (1) D    
2009 Convertible Debentures   8/31/2009     (2) Common Stock     (2)   (2) D    

Explanation of Responses:
( 1)  The $70,000 Convertible Debenture is convertible into shares of common stock of Medgenics, Inc. at the option of the holder at any time at $4.20 per share and shall be automatically converted into common stock upon the closing of the issuer's initial public offering at a conversion price that is related to the price that the issuer's common stock is sold in such initial public offering and therefore currently not determined. The Convertible Debenture has no stated expiration date.
( 2)  The $100,000 Convertible Debenture is convertible into shares of common stock of Medgenics, Inc. at the option of the holder at any time at $4.20 per share and shall be automatically converted into common stock upon the closing of the issuer's initial public offering at a conversion price that is related to the price that the issuer's common stock is sold in such initial public offering and therefore currently not determined. The Convertible Debenture has no stated expiration date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Estate of Lord Leonard Steinberg
20 CARRWOOD
HALEBARNS CHESHIRE, X0 WA15 0EE
X


Signatures
/s/ Sarah Hoffman, Attorney-in-Fact 4/7/2011
** 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 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).
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 control number.
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