SC 13G/A 1 p18-0353sc13ga.htm BIOLINERX LTD.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934 (Amendment No. 3)*

BioLineRx Ltd.

(Name of Issuer)

Ordinary Shares, par value NIS 0.10 per share

(Title of Class of Securities)

09071M106

(CUSIP Number)

December 31, 2017

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is fled:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

(Page 1 of 7 Pages)

*The remainder of this cover page shall be flled out for a reporting person's initial fling on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "fled" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 09071M106 13G/A Page 2 of 7 Pages

______________________________

1	NAME OF REPORTING PERSON
	Senvest Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 7,781,641 (represented by 7,781,641 ADSs)
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 7,781,641 (represented by 7,781,641 ADSs)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,781,641 (represented by 7,781,641 ADSs)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.44%
12	TYPE OF REPORTING PERSON OO, IA

CUSIP No. 09071M106 13G/A Page 3 of 7 Pages

1	NAME OF REPORTING PERSON
	Richard Mashaal
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 7,781,641 (represented by 7,781,641 ADSs)
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 7,781,641 (represented by 7,781,641 ADSs)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,781,641 (represented by 7,781,641 ADSs)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨

CUSIP No. 09071M106		13G/A	Page 4 of 7 Pages
Item 1(a).	Name of Issuer.
	BioLineRx Ltd. (the "Issuer")
Item 1(b).		Address of Issuer's Principal Executive Offces.
	2 HaMa'ayan Street Modi'in 7177871 Israel
Item 2(a).	Name of Person Filing.
		This statement is fled by Senvest Management, LLC and Richard Mashaal.
		The reported securities are held in the accounts of Senvest Master Fund, LP, Senvest Israel Partners Master Fund, LP and Senvest Global (KY), LP (collectively, the " Investment Vehicles	").
		Senvest Management, LLC may be deemed to benefcially own the securities held by the Investment Vehicles by virtue of Senvest Management, LLC's position as investment manager of the Investment Vehicles. Mr. Mashaal may be deemed to benefcially own the securities held by the Investment Vehicles by virtue of Mr. Mashaal's status as the managing member of Senvest Management, LLC. None of the foregoing should be construed in and of itself as an admission by any Reporting Person as to benefcial ownership of the securities reported herein.
Item 2(b).	Address of Principal Business Offce.
	Senvest Management, LLC 540 Madison Avenue, 32 New York, New York 10022	nd Floor
	Richard Mashaal c/o Senvest Management, LLC 540 Madison Avenue, 32 New York, New York 10022	nd Floor
Item 2(c).	Place of Organization.
	Senvest Management, LLC – Delaware Richard Mashaal – Canada
Item 2(d).	Title of Class of Securities.

Ordinary Shares, par value NIS 0.10 per share

Item 2(e). CUSIP Number.

09071M106

CUSIP No. 09071M106 13G/A Page 5 of 7 Pages

Item 3.		If this Statement is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b), or (c), check whether the Person Filing is a:
	(a)	¨	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
	(b)	¨	Bank as defned in section 3(a)(6) of the Act (15 U.S.C. 78c);
	(c)	¨	Insurance company as defned in section 3(a)(19) of the Act (15 U.S.C. 78c);
	(d)	¨	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
	(e)	¨	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
	(f)	¨	An employee beneft plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
	(g)	¨	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
	(h)	¨	A savings association as defned in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);
	(i)	¨	A church plan that is excluded from the defnition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	¨	A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
	(k)	¨	Group, in accordance with §240.13d-1(b)(1)(ii)(K).
			If fling as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution. _________
Item 4.	Ownership.
			The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The percentages set forth in this Schedule 13G/A are calculated based upon an aggregate of 104,625,297 Ordinary Shares outstanding as of December 26, 2017 as reported in the Issuer's Prospectus Supplement fled pursuant to Rule 424(b)(5) fled with the Securities and Exchange Commission on January 19, 2018.
Item 5.	Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6.	Ownership of More Than Five Percent on Behalf of Another Person.
	The Investment Vehicles have the right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, the securities reported herein.
Item 7.	Identifcation and Classifcation of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not applicable.
Item 8.	Identifcation and Classifcation of Members of the Group.
	Not applicable.
Item 9.	Notice of Dissolution of Group.
	Not applicable.
Item 10.	Certifcation.
	By signing below each Reporting Person certifes that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or infuencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP No. 09071M106 13G/A Page 7 of 7 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifes that the information set forth in this statement is true, complete and correct.

Date: February 12, 2018

SENVEST MANAGEMENT, LLC

By: /s/ Bobby Trahanas Name: Bobby Trahanas Title: Chief Compliance Offcer

/s/ Richard Mashaal RICHARD MASHAAL

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