SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HAVRON ABRAHAM

(Last)

(First)

(Middle)

3 SAPIR STREET

WEIZMANN SCIENCE PARK

(Street)

NES-ZIONA

74140

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Modigene Inc. [ MODG.OB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/29/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.00001 per share								131,881	D
Common Stock, par value $0.00001 per share	02/29/2008		X		113,762	A	⁽⁶⁾	245,643	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock option (right to buy)	⁽⁶⁾	02/29/2008		X			113,762	05/09/2007	12/14/2015	Common Stock	113,762	⁽¹⁾	0	D
Stock option (right to buy)	$0.88							05/09/2007	12/14/2015	Common Stock	31,286⁽²⁾		31,286	D
Stock option (right to buy)	$0.88							05/09/2007	12/14/2016	Common Stock	145,048⁽³⁾		145,048	D
Stock option (right to buy)	$2							⁽⁴⁾	05/09/2017	Common Stock	200,000⁽⁴⁾		200,000	D
Stock option (right to buy)	$0.9	02/29/2008		J⁽⁵⁾		900,000		⁽⁵⁾	03/01/2018	Common Stock	900,000	⁽⁵⁾	900,000	D

Explanation of Responses:

1. Received in connection with the merger of Modigene Inc., a Delaware corporation ("Modigene Delaware") with a wholly-owned subsidiary of the issuer (the "Merger"), in exchange an employee stock option to acquire 66,666 shares of Modigene Delaware common stock at $0.0001 per share.

2. Received in Merger in exchange for an employee stock option to acquire 18,334 shares of Modigene Delaware common stock at $1.50 per share.

3. Received in Merger in exchange for an employee stock option to acquire 85,000 shares of Modigene Delaware common stock at $1.50 per share.

4. Awarded under the issuer's Equity Incentive Plan on May 9, 2007. Option vests in three equal annual installments beginning May 9, 2008.

5. Awarded under the issuer's Equity Incentive Plan on February 29, 2008. Option vests in four equal annual installments beginning March 1, 2009.

6. 0.0001

	/s/ Abraham Havron	03/04/2008
	** 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).
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