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 *

BLECH ISAAC 		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)

75 ROCKEFELLER PLAZA, 29TH FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

4/13/2011
(Street)

NEW YORK, NY 10019
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ 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, par value $0.00001 per share   4/13/2011     P    1000000   A $5.00   1000000   I   By Trust   (3)
Common Stock, par value $0.00001 per share   4/13/2011     C    644053   A $3.405   1644053   I   By Trust  

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
2010 Convertible Debenture   $3.405   4/13/2011     C         1   (1)   9/22/2010     (1) Common Stock   644053   $0   0   I   By Trust  
Stock Option (right to buy)   $6.65   3/23/2011     A      19068         (2) 12/10/2020   Common Stock   19068   $0   19068   D    

Explanation of Responses:
( 1)  The $2,150,000 Convertible Debenture, 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 at a conversion price of $3.405, which was related to the price that the Issuer's common stock was sold in the initial public offering. The Convertible Debenture had no stated expiration date.
( 2)  The Stock Option vests in three (3) equal annual installments commencing on December 10, 2011.
( 3)  Liberty Charitable Remainder Trust FBO Isaac Blech UAD 01/09/87 ("Liberty Trust") and West Charitable Remainder Unitrust ("West Trust") are the beneficial owners of less than 10% of the Issuer's common stock. Isaac Blech is the sole trustee of the Liberty Trust and the West Trust.

Remarks:
Exhibit 24 - Power of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BLECH ISAAC
75 ROCKEFELLER PLAZA, 29TH FLOOR
NEW YORK, NY 10019
X

River Charitable Remainder Unitrust f/b/o Isaac Blech
75 ROCKEFELLER PLAZA, 29TH FLOOR
NEW YORK, NY 10019
X

Liberty Charitable Remainder Trust f/b/o Isaac Blech
75 ROCKEFELLER PLAZA, 29TH FLOOR
NEW YORK, NY 10019


See Footnote 3
West Charitable Remainder Unitrust
75 ROCKEFELLER PLAZA, 29TH FLOOR
NEW YORK, NY 10019


See Footnote 3

Signatures
/s/ Ori Solomon, Attorney-In-Fact for RIVER CHARITABLE REMAINDER UNITRUST F/B/O ISAAC BLECH 4/15/2011
** Signature of Reporting Person Date

/s/ Ori Solomon, Attorney-In-Fact for LIBERTY CHARITABLE REMAINDER TRUST FBO ISAAC BLECH UAD 01/09/87 4/15/2011
** Signature of Reporting Person Date

/s/ Ori Solomon, Attorney-In-Fact for WEST CHARITABLE REMAINDER UNITRUST 4/15/2011
** Signature of Reporting Person Date

/s/ Isaac Blech 4/15/2011
** 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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