BioLineRx Ltd.

Major Shareholding Notification • Apr 11, 2017

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)

(Amendment No. )1

BioLineRx Ltd.

(Name of Issuer)

Ordinary Shares, par value NIS 0.10 per share

(Title of Class of Securities)

09071M106

(CUSIP Number)

March 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)

Rule 13d-1(c)

Rule 13d-1(d)

CUSIP NO. 09071M106

1	NAME OF REPORTING PERSON
	Biotechnology Value Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) (b)
3	SEC USE ONLY

¹ 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 disclosures provided in a prior cover page.

The information required on 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).

4		CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF	5	SOLE VOTING POWER
SHARES
BENEFICIALLY		0 shares
OWNED BY	6	SHARED VOTING POWER
EACH
REPORTING		8,008,011
PERSON WITH	7	SOLE DISPOSITIVE POWER
		0 shares
	8	SHARED DISPOSITIVE POWER
		8,008,011
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,008,011
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	8.4%
12	TYPE OF REPORTING PERSON
	PN

2

CUSIP NO. 09071M106

1	NAME OF REPORTING PERSON
	Biotechnology Value Fund II, L.P. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2			(a) (b)
3	SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF	5	SOLE VOTING POWER
SHARES
BENEFICIALLY		0 shares
OWNED BY	6	SHARED VOTING POWER
EACH
REPORTING		5,241,310
PERSON WITH	7	SOLE DISPOSITIVE POWER
		0 shares
	8	SHARED DISPOSITIVE POWER
		5,241,310
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	5,241,310

10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.5%
12	TYPE OF REPORTING PERSON
	PN

3

CUSIP NO. 09071M106

1	NAME OF REPORTING PERSON
	Biotechnology Value Trading Fund OS LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) (b)
3	SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY	5	SOLE VOTING POWER 0 shares
OWNED BY EACH	6	SHARED VOTING POWER
REPORTING PERSON WITH	7	1,459,936 SOLE DISPOSITIVE POWER
		0 shares
	8	SHARED DISPOSITIVE POWER
		1,459,936
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,459,936
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.5%
12	TYPE OF REPORTING PERSON
	PN

4

CUSIP NO. 09071M106

1	NAME OF REPORTING PERSON
	BVF Partners OS Ltd.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b)
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY	5	SOLE VOTING POWER 0 shares
OWNED BY EACH REPORTING	6	SHARED VOTING POWER 1,459,936
PERSON WITH	7	SOLE DISPOSITIVE POWER 0 shares
	8	SHARED DISPOSITIVE POWER 1,459,936
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,459,936
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.5%
12	TYPE OF REPORTING PERSON
	CO

CUSIP NO. 09071M106

1	NAME OF REPORTING PERSON
	BVF Partners L.P.
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	5	SOLE VOTING POWER
SHARES BENEFICIALLY		0 shares
OWNED BY	6	SHARED VOTING POWER
EACH REPORTING		17,500,000
PERSON WITH	7	SOLE DISPOSITIVE POWER

5

		0 shares
	8	SHARED DISPOSITIVE POWER
		17,500,000
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	17,500,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	18.3%
12	TYPE OF REPORTING PERSON
	PN, IA

6

CUSIP NO. 09071M106

1	NAME OF REPORTING PERSON
	BVF Inc.
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	5	SOLE VOTING POWER
SHARES
BENEFICIALLY		0 shares
OWNED BY	6	SHARED VOTING POWER
EACH
REPORTING		17,500,000
PERSON WITH	7	SOLE DISPOSITIVE POWER
		0 shares
	8	SHARED DISPOSITIVE POWER
		17,500,000
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	17,500,000
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	18.3%
12	TYPE OF REPORTING PERSON
	CO

CUSIP NO. 09071M106

1		NAME OF REPORTING PERSON
	Mark N. Lampert
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b)
3	SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF	5	SOLE VOTING POWER
SHARES BENEFICIALLY		0 shares
OWNED BY	6	SHARED VOTING POWER
EACH REPORTING		17,500,000
PERSON WITH	7	SOLE DISPOSITIVE POWER
		0 shares
	8	SHARED DISPOSITIVE POWER
		17,500,000
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	17,500,000
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	18.3%
12	TYPE OF REPORTING PERSON
	IN

8

CUSIP NO. 09071M106

Item 1(a).	Name of Issuer:
	BioLineRx Ltd., an Israeli corporation (the "Issuer").
Item 1(b).	Address of Issuer's Principal Executive Offces:
	2 HaMa'ayan Street Modi'in 7177871 Israel
Item 2(a). Item 2(b). Item 2(c).	Name of Person Filing Address of Principal Business Offce or, if None, Residence Citizenship

Biotechnology Value Fund, L.P. ("BVF")

1 Sansome Street, 30th Floor San Francisco, California 94104 Citizenship: Delaware

Biotechnology Value Fund II, L.P. ("BVF2") 1 Sansome Street, 30th Floor San Francisco, California 94104 Citizenship: Delaware

Biotechnology Value Trading Fund OS LP ("Trading Fund OS") PO Box 309 Ugland House Grand Cayman, KY1-1104 Cayman Islands Citizenship: Cayman Islands

BVF Partners OS Ltd. ("Partners OS") PO Box 309 Ugland House Grand Cayman, KY1-1104 Cayman Islands Citizenship: Cayman Islands

BVF Partners L.P. ("Partners") 1 Sansome Street, 30th Floor San Francisco, California 94104 Citizenship: Delaware

BVF Inc. 1 Sansome Street, 30th Floor San Francisco, California 94104 Citizenship: Delaware

Mark N. Lampert ("Mr. Lampert") 1 Sansome Street, 30th Floor San Francisco, California 94104 Citizenship: United States

Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons."

9

CUSIP NO. 09071M106

Item 2(d). Title of Class of Securities:

Ordinary Shares, par value NIS 0.10 per share (the "Ordinary Shares")

Item 2(e). CUSIP Number:

09071M106

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

• /x/ Not applicable.
• (a) / / Broker or dealer registered under Section 15 of the Exchange Act.
• (b) / / Bank as defned in Section 3(a)(6) of the Exchange Act.

(c) / / Insurance company as defned in Section 3(a)(19) of the Exchange Act.

		(d)	/ /	Investment company registered under Section 8 of the Investment Company Act.
		(e)	/ /	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
		(f)	/ /	An employee beneft 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 defned in Section 3(b) of the Federal Deposit Insurance Act.
		(i)	/ /	A church plan that is excluded from the defnition of an investment company under Section 3(c)(14) of the Investment Company Act.
		(j)	/ /	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
		(k)	/ /	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If fling as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
Item 4.		Ownership
	(a)	Amount benefcially owned:
		As of the close of business on April 10, 2017 (i) BVF benefcially owned 8,008,011 Ordinary Shares, (ii) BVF2 benefcially

owned 5,241,310 Ordinary Shares, and (iii) Trading Fund OS benefcially owned 1,459,936 Ordinary Shares.

10

CUSIP NO. 09071M106

Partners OS as the general partner of Trading Fund OS may be deemed to benefcially own the 1,459,936 Ordinary Shares benefcially owned by Trading Fund OS.

Partners, as the general partner of BVF, BVF2, the investment manager of Trading Fund OS, and the sole member of Partners OS, may be deemed to benefcially own the 17,500,000 Ordinary Shares benefcially owned in the aggregate by BVF, BVF2, Trading Fund OS, and certain Partners managed accounts (the "Partners Managed Accounts"), including 2,790,743 Ordinary Shares held in the Partners Managed Accounts.

BVF Inc., as the general partner of Partners, may be deemed to benefcially own the 17,500,000 Ordinary Shares benefcially owned by Partners.

Mr. Lampert, as a director and offcer of BVF Inc., may be deemed to benefcially own the 17,500,000 Ordinary Shares benefcially owned by BVF Inc.

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to benefcial ownership of any Ordinary Shares owned by another Reporting Person. Partners OS disclaims benefcial ownership of the Ordinary Shares benefcially owned by Trading Fund OS. Each of Partners, BVF Inc. and Mr. Lampert disclaims benefcial ownership of the Ordinary Shares benefcially owned by BVF, BVF2, Trading Fund OS, and the Partners Managed Accounts, and the fling of this statement shall not be construed as an admission that any such person or entity is the benefcial owner of any such securities.

(b) Percent of class:

The following percentages are based on 95,605,963 Ordinary Shares outstanding as disclosed by the Issuer to the Reporting Persons.

As of the close of business on April 10, 2017 (i) BVF benefcially owned approximately 8.4% of the outstanding Ordinary Shares, (ii) BVF2 benefcially owned approximately 5.5% of the outstanding Ordinary Shares, (iii) Trading Fund OS benefcially owned approximately 1.5% of the outstanding Ordinary Shares (iv) Partners OS may be deemed to benefcially own approximately 1.5% of the outstanding Ordinary Shares, and (v) each of Partners, BVF Inc. and Mr. Lampert may be deemed to benefcially own approximately 18.3% of the outstanding Ordinary Shares (approximately 2.9% of which is held in the Partners Managed Accounts).

(c) Number of shares as to which such person has:
------------------------------------------------------

(i) Sole power to vote or to direct the vote See Cover Pages Items 5-9.

(ii) Shared power to vote or to direct the vote See Cover Pages Items 5-9.

• (iii) Sole power to dispose or to direct the disposition of See Cover Pages Items 5-9.
• (iv) Shared power to dispose or to direct the disposition of See Cover Pages Items 5-9.

11

CUSIP NO. 09071M106

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.
	Partners, BVF Inc. and Mr. Lampert share voting and dispositive power over the shares of Common Stock benefcially owned by BVF, BVF2, Trading Fund OS, and the Partners Managed Accounts.
Item 7.	Identifcation and Classifcation of the Subsidiary That 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.
	See Exhibit 99.1.
Item 9.	Notice of Dissolution of Group.
	Not Applicable.
Item 10.	Certifcations.
	By signing below each of the undersigned certifes that, to the best of 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.

12

CUSIP NO. 09071M106

SIGNATURE

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

Dated: April 10, 2017

BIOTECHNOLOGY VALUE FUND, L.P.
--------------------------------	--	--

By: BVF Partners L.P., its general partner By: BVF Inc., its general partner By: /s/ Mark N. Lampert

By: /s/ Mark N. Lampert President Mark N. Lampert President

BIOTECHNOLOGY VALUE FUND II, L.P.

By: BVF Partners L.P., its general partner

• By: BVF Inc., its general partner
• By: /s/ Mark N. Lampert Mark N. Lampert President

BVF PARTNERS L.P.

By: BVF Inc., its general partner

By: /s/ Mark N. Lampert Mark N. Lampert President

BVF PARTNERS OS LTD.

By:	BVF Partners L.P., its sole member
By:	BVF Inc., its general partner

By: /s/ Mark N. Lampert Mark N. Lampert President

BIOTECHNOLOGY VALUE TRADING FUND OS LP

By:	BVF Partners L.P., its investment manager
By:	BVF Inc., its general partner
By:	/s/ Mark N. Lampert Mark N. Lampert President

BVF INC.

Mark N. Lampert

/s/ Mark N. Lampert MARK N. LAMPERT