Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * BARER SOL J	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., 555 CALIFORNIA STREET, SUITE 365	3. Date of Earliest Transaction (MM/DD/YYYY) 8/9/2012
(Street) SAN FRANCISCO, CA 94104 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ 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

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
Option Award (right to buy)	$10.80	8/9/2012		G   (1)			450000	(2)	6/29/2017	Common Stock	450000	$0	0	D
Option Award (right to buy)	$10.80	8/9/2012		G   (1)		450000		(2)	6/29/2017	Common Stock	450000	$0	450000	I	By grantor retained annuity trust   (3)
Option Award (right to buy)	$5.22	9/30/2013		G   (4)	V		200000	(5)	9/13/2023	Common Stock	200000	$0	0	D
Option Award (right to buy)	$5.22	9/30/2013		G   (4)	V	200000		(5)	9/13/2023	Common Stock	200000	$0	200000	I	By grantor retained annuity trust   (3)
Option Award (right to buy)	$10.80							(2)	6/29/2017	Common Stock	450000		450000   (6)	I	By grantor retained annuity trust   (7)
Option Award (right to buy)	$5.22							(5)	9/13/2023	Common Stock	200000		200000   (8)	I	By grantor retained annuity trust   (7)

Explanation of Responses:
( 1)	On August 9, 2012, Sol J. Barer gifted to the Meryl Barer 2012 Grantor Retained Annuity Trust II, a grantor retained annuity trust of which Meryl Barer, Sol J. Barer's wife, is the sole trustee and annuitant, options representing the right to buy 450,000 shares of Common Stock. On September 30, 2013, such options were transferred to the Meryl Barer 2013 Grantor Retained Annuity Trust III, a grantor retained annuity trust of which Meryl Barer is the sole trustee and annuitant.
( 2)	Sol J. Barer was granted options representing the right to buy 900,000 shares of Common Stock on July 19, 2012. The option award vested with respect to 300,000 shares upon grant and an additional 300,000 shares on June 30, 2013, and will vest with respect to the remaining 300,000 shares on June 30, 2014.
( 3)	By the Meryl Barer 2013 Grantor Retained Annuity Trust III.
( 4)	On September 30, 2013, Sol J. Barer gifted to the Meryl Barer 2013 Grantor Retained Annuity Trust III, a grantor retained annuity trust of which Meryl Barer is the sole trustee and annuitant, options representing the right to buy 200,000 shares of Common Stock.
( 5)	Sol J. Barer was granted options representing the right to buy 400,000 shares of Common Stock on September 13, 2013. The option award will vest with respect to 133,333 shares on the first anniversary of the grant date, 133,333 shares on the second anniversary of the grant date and 133,334 shares on the third anniversary of the grant date.
( 6)	These options were previously reported as directly owned by Sol J. Barer. On September 30, 2013, Sol J. Barer transferred to the Sol J. Barer 2013 Grantor Retained Annuity Trust III, a grantor retained annuity trust of which Sol J. Barer is the sole trustee and annuitant, options representing the right to buy 450,000 shares of Common Stock.
( 7)	By the Sol J. Barer 2013 Grantor Retained Annuity Trust III.
( 8)	These options were previously reported as directly owned by Sol J. Barer. On September 30, 2013, Sol J. Barer transferred to the Sol J. Barer 2013 Grantor Retained Annuity Trust III, a grantor retained annuity trust of which Sol J. Barer is the sole trustee and annuitant, options representing the right to buy 200,000 shares of Common Stock.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BARER SOL J C/O MEDGENICS, INC. 555 CALIFORNIA STREET, SUITE 365 SAN FRANCISCO, CA 94104	X

Signatures
/s/ Phyllis K. Bellin, by power of attorney		10/1/2013
** 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.