Sec Form 4 Filing - Belenger Olivier @ Orgenesis Inc. - 2017-10-11

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 Belenger Olivier 2. Issuer Name and Ticker or Trading Symbol Orgenesis Inc. [ ORGS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) less than 10% (Last) (First) (Middle) ALLEE DE LA RECHERCHE, 12 3. Date of Earliest Transaction (MM/DD/YY) 10/11/2017 (Street) ANDERLECHT, C91070 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 10/11/2017 S 5,000,000 D ( 1 ) ( 2 ) $ 0.25 5,904,716 ( 1 ) ( 2 ) I I ( 1 ) ( 2 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Belenger Olivier ALLEE DE LA RECHERCHE, 12 ANDERLECHT, C91070 less than 10% Signatures /s/ Olivier Belenger 10/12/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Theodorus SCA and Theodorus II SA entered into Restricted Stock Purchase Agreements with 5 individuals pursuant to which they each sold an aggregate of 2,500,000 shares of common stock (the "Purchase Agreements"). Under the Purchase Agreements, Theodorus SCA and Theodorus II SA each granted the purchasers an option to purchase a pro rate portion of a total of 5,904,715 shares of common stock for a 120 day period from the date of the respective Purchase Agreements ("Optioned Shares"). ( 2 )Determined in accordance with Rule 13d-3(d)(1), as a result of their cooperation and acting in convert for the sole purpose of facilitating the orderly disposition of the Optioned Shares, Theodorus SCA and Theodorus II SA may be deemed to beneficially own as a group 5,904,716 shares of the Issuer's common stock. Monsieur Belenger is the investment manager for Theodorus SCA and Theodorus II SA and has sole voting and dispositive power of the shares beneficially owned by Theodorus SCA and Theodorus II SA. Theodorus SCA expressly disclaims beneficial ownership in the shares beneficially owned by Theodorus II SA.

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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