Filing Details

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

 

Note: Schedules filed in paper format shall include a signed original and five 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 filled out for a reporting person’s initial filing 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 “filed” 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)	o
				(b)	o
3.	SEC Use Only
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
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power
			-0-
		8.	Shared Voting Power
			2,780,396
		9.	Sole Dispositive Power
			-0-
		10.	Shared Dispositive Power
			2,780,396
11.	Aggregate Amount Beneficially 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

CUSIP No. 09071M 10 6
1.	Names of Reporting Persons.
	FCMI FINANCIAL CORPORATION
2.	Check the Appropriate Box if a Member of a Group (See Instructions)			(a)	o
				(b)	o
3.	SEC Use Only
4.	Source of Funds (See Instructions)
	AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)				o
6.	Citizenship or Place of Organization
	Ontario, Canada
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power
			-0-
		8.	Shared Voting Power
			2,780,396
		9.	Sole Dispositive Power
			-0-
		10.	Shared Dispositive Power
			2,780,396
11.	Aggregate Amount Beneficially 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

CUSIP No. 09071M 10 6
1.	Names of Reporting Persons.
	ALBERT D. FRIEDBERG
2.	Check the Appropriate Box if a Member of a Group (See Instructions)			(a)	o
				(b)	o
3.	SEC Use Only
4.	Source of Funds (See Instructions)
	AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)				o
6.	Citizenship or Place of Organization
	CANADA
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power
			-0-
		8.	Shared Voting Power
			2,780,396
		9.	Sole Dispositive Power
			-0-
		10.	Shared Dispositive Power
			2,780,396
11.	Aggregate Amount Beneficially 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

This Amendment No. 7 to the Schedule 13D initially filed on February 27, 2012 as amended by Amendment No. 1 filed March 7, 2012, Amendment No. 2 filed April 2, 2012, Amendment No. 3 filed October 16, 2012, Amendment No. 4 filed March 8, 2013, Amendment No. 5 filed March 10, 2014, and Amendment No. 6 filed June 16, 2015, is filed 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 defined 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 filing 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 affiliates to acquire additional ADSs and/or Ordinary Shares . . ., dispose of some or all of their ADSs and/or their Ordinary Shares or cause affiliates to acquire, hold or dispose ADSs and/or Ordinary Shares.” This Schedule 13D (Amendment No. 7) reports that the Filing Persons’ beneficial 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 filing of this Amendment No. 7 will not be reportable pursuant to Section 13(d) of the Act unless and until their beneficial 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 beneficially 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 beneficial owners of 2,780,396 Ordinary Shares, constituting approximately 4.9% of the Issuer’s Ordinary Shares. Such percentage beneficial 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, filed with the SEC with Issuer’s Form 6-K on November 22, 2016. Of such 2,780,396 Ordinary Shares beneficially 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 benefit of the other member of the joint venture described in Item 4 of the Filing Persons’ Schedule 13D filed 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 beneficially by Mr. Friedberg, members of his family, and trusts for the benefit of members of his family. Albert D. Friedberg retains possession of the voting and dispositive power over the FCMI shares beneficially owned by members of the Friedberg family and trusts for the benefit of members of his family and, as a result, controls and may be deemed the beneficial 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 beneficial ownership by Albert D. Friedberg, none of the directors or officers of FCMI or Pan Atlantic beneficially 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 officers or directors of FCMI or of Pan Atlantic beneficially 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 filing of this Amendment No. 7 to the Filing Persons’ Schedule 13D.

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