Amended Statement of Ownership (sc 13g/a)
February 14 2013 - 5:19AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
(Amendment No. 1)
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT
TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2
Medgenics,
Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of
Class of Securities)
58436Q203
(CUSIP Number)
December
31, 2012
(Date of Event which Requires
Filing of this Statement)
Check the appropriate box
to designate the rule pursuant to which this Schedule is filed:
*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
CUSIP No.
58436Q203
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1.
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Names of Reporting Persons
Andrew Pearlman
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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£
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(b)
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£
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
USA and Israel
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
1,156,343*
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6.
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Shared Voting Power
-0-
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7.
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Sole Dispositive Power
1,156,343*
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8.
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Shared Dispositive Power
-0-
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
1,153,343*
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10.
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Check if the
Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
£
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11.
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Percent of Class Represented by Amount in Row (9)
6.0%**
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12.
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Type of Reporting Person (See Instructions)
IN
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* Consists of (i) 33,562 shares
of common stock, 182,806 shares of common stock subject to options exercisable at $2.49 per share expiring on 3/31/16, 20,000 shares
of common stock subject to options exercisable at $3.14 per share expiring 12/9/21 and 705,190 shares of common stock subject to
warrants exercisable at $2.49 per share expiring on 3/31/16 held directly by the reporting person; (ii) 94 shares of common stock
held by the reporting person’s spouse; (iii)
150,000 shares of common stock subject to
warrants exercisable at $2.49 per share expiring on 3/31/16 held by the Pearlman Family Trust U/A/D February 14, 2011, Andrew Pearlman
and Debbie Pearlman, as Trustees, for the benefit of the reporting person’s children; (iv)
27
,050
shares of common stock subject to warrants exercisable at $2.49 per share expiring on 3/31/16 held by the Pearlman Friends and
Family Trust U/A/D February 14, 2011, Andrew Pearlman and Debbie Pearlman, as Trustees, for the benefit of the reporting person’s
family and friends; and (v) 1,719 shares of common stock and 35,922 shares of common stock subject to warrants exercisable at $0.0002
per share expiring on 3/31/16 held by ADP Holdings LLC, an entity controlled by the reporting person.
** Based on 17,997,808 shares of common stock outstanding
as of February 13, 2013, plus 1,120,968 shares underlying the options and warrants beneficially owned by the reporting person.
Item
1.
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Medgenics, Inc., a Delaware corporation
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(b)
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Address of Issuer’s Principal Executive Offices
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555 California Street, Suite 365
San Francisco, California 94104
Item
2.
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(a)
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Name of Person Filing
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Andrew Pearlman
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(b)
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Address of Principal Business Office or, if none,
Residence
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Andrew Pearlman
c/o Medgenics, Inc.
555 California Street, Suite 365
San Francisco, California 94104
The reporting person is a citizen of the United States of America and Israel.
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(d)
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Title of Class of Securities
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Common Stock, par value $0.0001 per share
58436Q203
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Item
3.
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If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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¨
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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¨
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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¨
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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¨
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
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(j)
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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¨
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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Not Applicable.
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(a)
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Amount beneficially owned:
See Row 9 on the cover page hereto.
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(b)
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Percent of class:
See Row 11 on the cover page hereto.
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or direct the vote:
See Row 5 on the cover page hereto.
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(ii)
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Shared power to vote or direct the vote:
See Row 6 on the cover page hereto.
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(iii)
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Sole power to dispose or to direct the disposition of:
See Row 7 on the cover page hereto.
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(iv)
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Shared power to dispose or to direct the disposition of:
See Row 8 on the cover page hereto.
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Item
5.
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Ownership
of
Five
Percent
or
Less
of
a
Class
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the following:
¨
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Item
6.
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Ownership of More than Five Percent on Behalf of Another
Person
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Not Applicable.
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Item
7.
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Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
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Not Applicable.
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Item 8.
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Identification and Classification of Members of the
Group
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Not Applicable.
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Item
9.
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Notice of Dissolution of Group
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Not Applicable.
Not Applicable.
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2013
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/s/ Andrew Pearlman
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Andrew Pearlman
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