- Initial Statement of Beneficial Ownership (3)
April 07 2011 - 4:27PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0104
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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
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1. Name and Address of Reporting Person
*
KANTER JOEL S
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2. Date of Event Requiring Statement (MM/DD/YYYY)
4/7/2011
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3. Issuer Name
and
Ticker or Trading Symbol
MEDGENICS, INC. [NONE]
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(Last)
(First)
(Middle)
8000 TOWERS CRESCENT DRIVE, SUITE 1300
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
VIENNA, VA 22182
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock
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46415
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D
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Common Stock
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1375
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I
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By Windy City, Inc.
(1)
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Common Stock
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71349
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I
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By Kanter Family Foundation
(1)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Option Award
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(2)
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11/14/2012
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Common Stock
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48803
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$7.35
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D
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Option Award
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(3)
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9/14/2020
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Common Stock
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28571
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$8.19
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D
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Option Award
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(4)
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1/12/2021
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Common Stock
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12857
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$6.55
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D
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Common Stock Warrants
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2/13/2009
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2/13/2012
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Common Stock
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2755
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$8.75
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I
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By Kanter Family Foundation
(1)
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Common Stock Warrants
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9/22/2010
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9/22/2015
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Common Stock
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10714
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$9.13
(5)
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I
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By Kanter Family Foundation
(1)
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2009 Convertible Debentures
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6/16/2009
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(6)
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Common Stock
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(6)
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(6)
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I
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By Kanter Family Foundation
(1)
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2009 Convertible Debentures
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9/22/2010
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(7)
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Common Stock
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(7)
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(7)
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I
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By Kanter Family Foundation
(1)
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Explanation of Responses:
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(
1)
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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.
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(
2)
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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.
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(
3)
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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.
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(
4)
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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.
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(
5)
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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.
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(
6)
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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.
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(
7)
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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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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KANTER JOEL S
8000 TOWERS CRESCENT DRIVE
SUITE 1300
VIENNA, VA 22182
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X
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Signatures
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/s/ Sarah Hoffman, Attorney-in-Fact
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4/7/2011
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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