Sec Form 4 Filing - Pearlman Andrew @ MEDGENICS, INC. - 2014-01-29

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 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 Pearlman Andrew 2. Issuer Name and Ticker or Trading Symbol MEDGENICS, INC. [ MDGN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O MEDGENICS, INC., 435 DEVON PARK DRIVE BLDG 700 3. Date of Earliest Transaction (MM/DD/YY) 01/29/2014 (Street) WAYNE, PA19087 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 01/29/2014 M 500 A $ 3.14 41,062 D Common Stock 01/29/2014 S( 1 ) 500 D $ 7.5 40,562 D Common Stock 01/30/2014 M 24,500 A $ 3.14 65,062 D Common Stock 01/30/2014 S( 1 ) 24,500 D $ 7.5 40,562 D Common Stock 94 I By Spouse Common Stock 1,719 I By ADP Holdings LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Option Award (right to buy) $ 3.14 01/29/2014 M 500 ( 2 ) 09/13/2014( 3 ) Common Stock 500 $ 0 73,500 D Option Award (right to buy) $ 3.14 01/30/2014 M 24,500 ( 2 ) 09/13/2014( 3 ) Common Stock 500 $ 0 49,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Pearlman Andrew C/O MEDGENICS, INC. 435 DEVON PARK DRIVE BLDG 700 WAYNE, PA19087 X Signatures /s/ Phyllis K. Bellin, by power of attorney 01/31/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The sales reported were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 23, 2013. ( 2 )The option award became fully exercisable on September 13, 2013 in accordance with the terms of the reporting person's separation agreement entered into upon his resignation as the issuer's President and Chief Executive Officer. ( 3 )The expiration date of these options was previously reported as December 9, 2021. The expiration date was accelerated to September 13, 2014 pursuant to the reporting person's separation agreement.

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).

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