FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Kanter Joshua 		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)
(Last)          (First)          (Middle)

7090 UNION PARK AVENUE, SUITE 460 		3. Date of Earliest Transaction (MM/DD/YYYY)

4/13/2011
(Street)

SALT LAKE CITY, UT 84047
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock   4/13/2011     C    23908   A   (1) 621997   I   By Chicago Investments, Inc.   (2)
Common Stock   4/13/2011     C    14978   A   (3) 636975   I   By Chicago Investments, Inc.   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
2009 Convertible Debentures     (1) 4/13/2011     C         0   (1)   6/16/2009     (1) Common Stock     (1)   (1) 0   I   By Chicago Investments, Inc.   (2)
2009 Convertible Debentures     (1) 4/13/2011     C         0   (1)   8/17/2009     (1) Common Stock     (1)   (1) 0   I   By Chicago Investments, Inc.   (2)
2010 Convertible Debentures     (3) 4/13/2011     C         0   (3)   9/22/2010     (3) Common Stock     (3)   (3) 0   I   By Chicago Investments, Inc.   (2)
Common Stock Warrants   (4) $4.99   4/13/2011     J      8368       4/13/2011   4/12/2016   Common Stock   8368     (4) 8368   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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Kanter Joshua
7090 UNION PARK AVENUE, SUITE 460
SALT LAKE CITY, UT 84047
X


Signatures
/s/ Sarah Hoffman, Attorney-in-Fact 4/14/2011
** 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 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 control number.
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