Medgenics Inc. (MDGN): Adage Capital Management Increases Stake

Page 8 of 11 – SEC Filing

Item 3.

IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

	(a)	¨	Broker or dealer registered under Section 15 of the Act;
	(b)	¨	Bank as defined in Section 3(a)(6) of the Act;
	(c)	¨	Insurance company as defined in Section 3(a)(19) of the Act;
	(d)	¨	Investment company registered under Section 8 of the Investment Company Act of 1940;
	(e)	¨	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
	(f)	¨	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
	(g)	¨	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
	(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
	(i)	¨	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
	(j)	¨	A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
	(k)	¨	Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: Not applicable.

Item 4.		OWNERSHIP
	A.	Adage Capital Partners, L.P., Adage Capital Partners GP, L.L.C. and Adage Capital Advisors, L.L.C.
			(a)	Amount beneficially owned:  2,100,000
			(b)	Percent of class: 5.70%.  The percentages used herein and in the rest of this Schedule 13G are calculated based on a total of 36,850,832 shares of the Common Stock reported to be outstanding as after the offering described in the Issuer’s Rule 424(b)(5) prospectus filed with the Securities and Exchange Commission on June 22, 2016.
			(c)	(i)	Sole power to vote or direct the vote:  0
				(ii)	Shared power to vote or direct the vote: 2,100,000
				(iii)	Sole power to dispose or direct the disposition:  0
				(iv)	Shared power to dispose or direct the disposition of:  2,100,000