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 *

KANTER JOEL S

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)

8000 TOWERS CRESCENT DRIVE, SUITE 1300

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

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

(Street)

VIENNA, VA 22182       

(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   46415   D    
Common Stock   1375   I   By Windy City, Inc.   (1)
Common Stock   71349   I   By Kanter Family Foundation   (1)

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
Option Award     (2) 11/14/2012   Common Stock   48803   $7.35   D    
Option Award     (3) 9/14/2020   Common Stock   28571   $8.19   D    
Option Award     (4) 1/12/2021   Common Stock   12857   $6.55   D    
Common Stock Warrants   2/13/2009   2/13/2012   Common Stock   2755   $8.75   I   By Kanter Family Foundation   (1)
Common Stock Warrants   9/22/2010   9/22/2015   Common Stock   10714   $9.13   (5) I   By Kanter Family Foundation   (1)
2009 Convertible Debentures   6/16/2009     (6) Common Stock     (6)   (6) I   By Kanter Family Foundation   (1)
2009 Convertible Debentures   9/22/2010     (7) Common Stock     (7)   (7) I   By Kanter Family Foundation   (1)

Explanation of Responses:
( 1)  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 purposes of Section 16 or for any other purpose.
( 2)  The option award became exercisable in three equal annual installments beginning on November 14, 2008, which was the first anniversary of the date on which the option was granted.
( 3)  The option award becomes exercisable in three equal annual installments beginning on September 14, 2011, which will be the first anniversary of the date on which the option was granted.
( 4)  The option award becomes exercisable in three equal annual installments beginning on January 12, 2012, which will be the first anniversary of the date on which the option was granted.
( 5)  The exercise price for these warrants is denominated in British Pounds Sterling (GBP). The stated exercise price is GBP 5.60. The dollar value set forth in Table II is based on the currency ratio of $1.63 to one British Pround Sterling as of April 7, 2011.
( 6)  The $15,000 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.
( 7)  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 GBP 4.55 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
KANTER JOEL S
8000 TOWERS CRESCENT DRIVE
SUITE 1300
VIENNA, VA 22182 		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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