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SC 13D/A
FCMI FINANCIAL CORP ET AL filed this Form SC 13D/A on 10/16/2012
Entire Document


This Amendment No. 3 to the Schedule 13D initially filed on February 27, 2012 as amended by Amendment No. 1 filed March 7, 2012 and Amendment No. 2 filed April 2, 2012, 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, with 1 ADS representing 10 Ordinary Shares. Capitalized terms not otherwise defined herein have the meanings set forth in the Schedule 13D. Except as provided herein, this Amendment does not modify any of the information previously reported on the Schedule 13D.


Item 2. Identity and Background


Item 2 of the Schedule 13D is hereby amended by the addition of the following information regarding the officers and directors of FCMI:


On the date of this Schedule 13D (Amendment No. 3), the sole directors of FCMI are Mr. Friedberg and Mr. Henry Fenig, and the sole officers of FCMI are Mr. Friedberg, Mr. Fenig and Mr. Dan Scheiner. For information regarding Messrs. Friedberg and Fenig, see the Item 2 of the Filing Parties' Schedule 13D, as originally filed on February 27, 2012. Mr. Scheiner is a Canadian citizen. His principal occupation is as counsel to Freidberg Mercantile Group ("FMG"), a Canadian broker-dealer and part of the Friedberg group of companies. FMG's principal business office is at Suite 250, Brookfield Place, 181 Bay Street, Toronto, Ontario, Canada M5J 2T3. During the last five years, Mr. Scheiner has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor was he a party to a civil proceeding of a United States judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, U.S. federal or state securities laws or finding any violation with respect to such laws.


Item 4. Purpose of Transaction


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


In Item 4 of Amendment No. 1 to the Filing Persons’ Schedule 13D filed March 7, 2012, the Filing Person stated that Pan Atlantic's purchase of 1,400,000 ADSs and 700,000 warrants to purchase ADSs in the Issuer's private placement on February 22, 2012 had increased their percentage beneficial ownership from approximately 13.3% of the outstanding Ordinary Shares prior to the private placement to approximately 20.4% of the outstanding Ordinary Shares, including Ordinary Shares underlying ADSs issuable upon exercise of the Warrants (the “Warrant Shares”). The Filing Persons stated that Pan Atlantic had sold Ordinary Shares and would consider selling additional Ordinary Shares in order to ultimately reduce their ownership of the outstanding Ordinary Shares (excluding Warrant Shares) to a level more closely approximating their ownership prior to the private placement. The sales reported in this Schedule 13D (Amendment No. 3), together with prior sales and an increase in the number of Ordinary Shares outstanding, have reduced the Filing Persons' ownership to approximately 13.4% of the outstanding Ordinary Shares (excluding the Warrant Shares). Accordingly, the Filing Persons' ownership of the Ordinary Shares has been reduced to their target amount. Notwithstanding the foregoing, and depending on various factors, including but not limited to those identified in Item 4 of this Schedule 13D as originally filed, the Filing Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including changing their current intentions, with respect to any or all matters referred to in Item 4 of Schedule 13D, as amended to date or as it may be further amended, and may, from time to time, acquire or cause affiliates to acquire additional ADSs and/or Ordinary Shares through exercise of the Warrants or otherwise, dispose of some or all of their ADSs and/or their Ordinary Shares or cause affiliates to acquire, hold or dispose of ADSs and/or 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:


Subsequent to the filing of Amendment No. 2 to the Filing Persons’ Schedule 13D on April 2, 2012, between April 3, 2012 and May 9, 2012, Pan Atlantic sold a total of 1,706,285 Ordinary Shares of the Issuer at prices ranging from $0.2806 per Ordinary Share to $0.2967 per ordinary share (US$ equivalents for transactions effected in Israeli shekels (NIS)). All such sales were made for the account of Pan Atlantic and were made in offshore transactions on the Tel Aviv Stock Exchange.


In addition, on October 3, 2012, Pan Atlantic sold 1,000 ADSs (representing 10,000 Ordinary Shares) in an open-market transaction on the Nasdaq Capital Market at a price of $3.05 per ADS.