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BioLineRx Ltd.

Major Shareholding Notification Mar 9, 2017

6692_rns_2017-03-09_081558f8-4b4f-4311-8ba4-a45ab3e0aaf2.pdf

Major Shareholding Notification

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

SCHEDULE 13D

Under the Securities Exchange Act of 1934 (Amendment No. 7)

BioLineRx Ltd.

(Name of Issuer)

Ordinary Shares, No Par Value

(Title of Class of Securities)

09071M 10 6

(CUSIP Number)

Robert A. Grauman, Esq. Baker & McKenzie LLP 452 Fifth Avenue New York NY 10018 (212) 626-4100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 27, 2017

(Date of Event which Requires Filing of this Statement)

If the fling person has previously fled a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is fling this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

Note: Schedules fled in paper format shall include a signed original and fve copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*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).

CUSIP No. 09071M 10 6

1. Names of Reporting Persons.
PAN ATLANTIC BANK AND TRUST LIMITED
2. Check the Appropriate Box if a Member of a Group (See Instructions) (a)
(b)
o
o
4. Source of Funds (See Instructions)
WC
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
6. Citizenship or Place of Organization
Barbados
7. Sole Voting Power
-0-
Number of
Shares
8. Shared Voting Power
Benefcially 2,780,396
Owned by
Each
9. Sole Dispositive Power
Reporting
Person With
-0-
10. Shared Dispositive Power
2,780,396
11. Aggregate Amount Benefcially Owned by Each Reporting Person
2,780,396
12. o
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11)
4.9%
14. Type of Reporting Person
CO
2
CUSIP No. 09071M 10 6
1. Names of Reporting Persons.
FCMI FINANCIAL CORPORATION
2. o
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
o
(b)
3. SEC Use Only
4. Source of Funds (See Instructions)
AF
5. o
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Ontario, Canada
7.
Sole Voting Power
Number of -0-
Shares 8.
Shared Voting Power
Benefcially
Owned by
Each
Reporting
Person With
2,780,396
9.
Sole Dispositive Power
-0-
10.
Shared Dispositive Power
2,780,396
11. Aggregate Amount Benefcially Owned by Each Reporting Person
2,780,396
12.
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
o
13. Percent of Class Represented by Amount in Row (11)
4.9%
14. Type of Reporting Person
CO
3
CUSIP No. 09071M 10 6
1. Names of Reporting Persons.
ALBERT D. FRIEDBERG
2. o
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3. SEC Use Only
4.
AF
Source of Funds (See Instructions)
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
CANADA
7.
Sole Voting Power
-0-
Number of
Shares
Benefcially
Owned by
8.
Shared Voting Power
2,780,396
9.
Sole Dispositive Power
Each
Reporting
Person With
-0-
10. Shared Dispositive Power
2,780,396
11. Aggregate Amount Benefcially Owned by Each Reporting Person
2,780,396
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
o
13. Percent of Class Represented by Amount in Row (11)
4.9%
14. Type of Reporting Person
IN
4

This Amendment No. 7 to the Schedule 13D initially fled on February 27, 2012 as amended by Amendment No. 1 fled March 7, 2012, Amendment No. 2 fled April 2, 2012, Amendment No. 3 fled October 16, 2012, Amendment No. 4 fled March 8, 2013, Amendment No. 5 fled March 10, 2014, and Amendment No. 6 fled June 16, 2015, is fled by Pan Atlantic Bank and Trust Limited (" Pan Atlantic "), FCMI Financial Corporation ("FCMI"), and Albert D. Friedberg (collectively with Pan Atlantic and FCMI, the " Filing Persons"), and relates to the Ordinary Shares, par value NIS 0.01 per share (the " Ordinary Shares") of BioLineRx Ltd., an Israeli corporation (the " Issuer") and to American Depositary Shares ("ADS") representing the Ordinary Shares. Capitalized terms not otherwise defned herein have the meanings set forth in the Schedule 13D.

Item 4 Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended by the addition of the following information:

In connection with their initial fling of Schedule 13D on February 27, 2012, the Filing Persons stated in Item 4 that, depending on various factors described therein, they may "acquire or cause affliates to acquire additional ADSs and/or Ordinary Shares . . ., dispose of some or all of their ADSs and/or their Ordinary Shares or cause affliates to acquire, hold or dispose ADSs and/or Ordinary Shares." This Schedule 13D (Amendment No. 7) reports that the Filing Persons' benefcial ownership of the Ordinary Shares has decreased to below 5% of the outstanding Ordinary Shares. See Item 5. As a result, transactions, if any, by the Filing Persons in the Ordinary Shares or the ADSs subsequent to the fling of this Amendment No. 7 will not be reportable pursuant to Section 13(d) of the Act unless and until their benefcial ownership again exceeds 5% of the outstanding Ordinary Shares.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended by the addition of the following information:

On February 27, 2017, the Warrants to purchase 700,000 Ordinary Shares held by Pan Atlantic expired unexercised. Therefore, the Filing Persons no longer benefcially own the Ordinary Shares that were issuable upon exercise of the Warrants. As a result of the expiration of the Warrants, on the date of this Schedule 13D, the Filing Persons are the benefcial owners of 2,780,396 Ordinary Shares, constituting approximately 4.9% of the Issuer's Ordinary Shares. Such percentage benefcial ownership has been calculated as a percentage of 56,432,589 Ordinary Shares outstanding, as shown in the Issuer's Condensed Consolidated Interim Financial Statements for the three and nine months ended September 30, 2016, fled with the SEC with Issuer's Form 6-K on November 22, 2016. Of such 2,780,396 Ordinary Shares benefcially owned by the Filing Persons:

  • · 783,396 Ordinary Shares are issued and outstanding and owned directly by Pan Atlantic (including 31,177 Ordinary Shares held for the beneft of the other member of the joint venture described in Item 4 of the Filing Persons' Schedule 13D fled February 27, 2012); and
  • · 1,997,000 Ordinary Shares are issued and outstanding and evidenced by 1,997,000 ADSs held by Pan Atlantic.

Pan Atlantic is a wholly owned subsidiary of FCMI. All of the outstanding shares of FCMI are owned benefcially by Mr. Friedberg, members of his family, and trusts for the beneft of members of his family. Albert D. Friedberg retains possession of the voting and dispositive power over the FCMI shares benefcially owned by members of the Friedberg family and trusts for the beneft of members of his family and, as a result, controls and may be deemed the benefcial owner of 100% of the outstanding shares and sole controlling person of FCMI. By virtue of his control of FCMI, Mr. Friedberg may be deemed to possess voting and dispositive power over the shares owned by FCMI's wholly-owned subsidiary, Pan Atlantic. Except for such benefcial ownership by Albert D. Friedberg, none of the directors or offcers of FCMI or Pan Atlantic benefcially own any Ordinary Shares or ADSs.

Except as described in this Schedule 13D (Amendment No. 7), none of the Filing Persons and none of the offcers or directors of FCMI or of Pan Atlantic benefcially owns any Ordinary Shares or ADSs. None of such persons has effected any transactions in the Issuer's securities during the 60 days preceding the fling of this Amendment No. 7 to the Filing Persons' Schedule 13D.

6

Signatures

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

Dated: March 8, 2017

PAN ATLANTIC BANK AND TRUST LIMITED

By: /s/ Robert Bourque Name: Robert Bourque Title: Managing Director

FCMI FINANCIAL CORPORATION

By: /s/ Dan Scheiner Name: Dan Scheiner Title:Vice President

ALBERT D. FRIEDBERG, individually

/s/ Albert D. Friedberg Name: Albert D. Friedberg

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