6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

____________________

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15(d)-16 of the Securities Exchange Act of 1934

For the Month of September 2013

Given Imaging Ltd.

(Translation of Registrant’s name into English)

Hermon Building, New Industrial Park, Yoqneam 20692, Israel

(Address of Principal Executive Offices)

_____________________

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F x Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes o No x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes o No x

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934

Yes o No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): ____________________

The Issuer is filing material documents not previously filed.

EXPLANATORY NOTE

Given Imaging distributed proxy solicitation materials in connection with the Special General Meeting of Shareholders scheduled for October 8, 2013 in Israel.  A copy of such solicitation material is attached to this report as Exhibit 99.1.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	GIVEN IMAGING LTD.
Date: September 18, 2013	By:	/s/ Ido Warshavski
		Name:	Ido Warshavski
		Title:	General Counsel & Corporate Secretary

EXHIBIT INDEX

The following exhibits are filed as part of this Form 6-K:

Exhibit	Description
99.1	Proxy solicitation material

EX-99

Exhibit 99.1

September 18, 2013

Dear Shareholder:

We have previously sent you proxy material for the Special Meeting of Given Imaging Ltd. shareholders, to be held on October 8, 2013.  Your Board of Directors recommends that shareholders vote FOR all items on the agenda.

Your vote is important, no matter how many or how few shares you may own.  If you have not already done so, please vote TODAY via the Internet, by telephone, or by signing, dating and returning the enclosed proxy card in the envelope provided.

Very truly yours,

Ido Warshavski

Senior Vice President, General Counsel and Corporate Secretary

REMEMBER:

You can vote your shares via the Internet or by telephone,.
Please follow the easy instructions on the enclosed card.

If you have any questions, or need assistance in voting your shares, please call our proxy solicitor,

INNISFREE M&A INCORPORATED

TOLL-FREE, at 1-888-750-5834.

		IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON 10/08/13 FOR GIVEN IMAGING LTD.
		THE FOLLOWING MATERIAL IS AVAILABLE AT WWW.PROXYVOTE.COM          ** I **
GIVEN IMAGING LTD. SPECIAL MEETING TO BE HELD ON 10/08/13		• PROXY STATEMENT
FOR HOLDERS AS OF 09/03/13	* ISSUER CONFIRMATION COPY - INFO ONLY *
1                    1-0001	THIS FORM IS PROVIDED FOR INFORMATIONAL		2 -I                              -S
	PURPOSES ONLY. PLEASE DO NOT USE IT FOR
	VOTING PURPOSES.
M52020100			THIS SPACE INTENTIONALLY LEFT BLANK
			PLEASE INDICATE YOUR VOTING
			INSTRUCTIONS FOR EACH PROPOSAL

						FOR	AGN	ABS
1.	*	-	TO APPROVE A BONUS PAYMENT TO THE PRESIDENT AND CHIEF EXECUTIVE  --------->>> OFFICER OF THE COMPANY WITH RESPECT TO 2012.	FOR	--->>>    1.	o	o	o
				0029001		FOR	AGN	ABS
2.	*	-	TO APPROVE AN EQUITY GRANT TO THE PRESIDENT & CHIEF EXECUTIVE  -------------->>> OFFICER.	FOR	--->>>    2.	o	o	o	3
				0029301		FOR	AGN	ABS
3.	*	-	TO APPROVE A COMPENSATION POLICY FOR OFFICE HOLDERS OF THE  ---------------->>> COMPANY.	FOR	--->>>    3.	o	o	o
				0029440
						FOR	AGN	ABS	M52020100
4.	*	-	TO APPROVE CHANGES IN THE COMPENSATION OF NON-EMPLOYEE DIRECTORS  --->>>	FOR	--->>>    4.	o	o	o
			OF THE COMPANY (OTHER THAN THE EXTERNAL DIRECTORS).	0020402		FOR	AGN	ABS
5.	*	-	TO APPROVE THE BONUS PLAN FOR THE PRESIDENT AND CHIEF EXECUTIVE  --------->>>	FOR	--->>>    5.	o	o	o
			OFFICER OF THE COMPANY WITH RESPECT TO FISCAL YEAR 2013, WHICH	0029001
			WAS APPROVED BY THE COMPENSATION COMMITTEE AND THE BOARD IN						PLACE “X” HERE IF YOU PLAN TO ATTEND AND VOTE YOUR SHARES AT THE MEETING
			FEBRUARY 2013 FOR ALL EXECUTIVE OFFICERS.
						FOR	AGN	ABS
6.	*	-	TO APPROVE AN AMENDMENT TO THE EMPLOYMENT TERMS OF THE PRESIDENT  --->>> AND CHIEF EXECUTIVE OFFICER.	FOR 0039900	--->>>    6.	o	o	o
			*NOTE* SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
			MEETING OR ANY ADJOURNMENT THEREOF.
			*NOTE* BY SIGNING THIS PROXY CARD THE UNDERSIGNED HEREBY						51 MERCEDES WAY
			CERTIFIES THAT, UNLESS THE UNDERSIGNED CONTACTS THE COMPANY AS						EDGEWOOD NY 11717
			REQUIRED BELOW, THE UNDERSIGNED IS NOT A “CONTROLLING SHAREHOLDER”.
			*NOTE* BY SIGNING THIS PROXY CARD THE UNDERSIGNED HEREBY
			CERTIFIES THAT THE UNDERSIGNED HAS NO “PERSONAL INTEREST,” AS
			DEFINED UNDER THE ISRAELI COMPANIES LAW, IN ANY OF THE PROPOSALS						GIVEN IMAGING LTD.
			ABOVE.						2HA CARMEL STREET
			*NOTE* QUESTIONS WHETHER YOU ARE A “CONTROLLING SHAREHOLDER” OR						YOQNEAM 20692
			HAVE A “PERSONAL INTEREST”, PLEASE SEE PROXY STATEMENT.						ISRAEL

VIF01H