UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No. 09071M 10 6

1

Names of Reporting Persons
NOVARTIS PHARMA AG

2

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
Switzerland

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
50,000,000(1)

7

Sole Dispositive Power
0

8

Shared Dispositive Power
50,000,000(1)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
50,000,000(1)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o

11

Percent of Class Represented by Amount in Row (9)
12.8%

12

Type of Reporting Person
CO

1

Names of Reporting Persons
NOVARTIS AG

2

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
SWITZERLAND

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

6

Shared Voting Power
50,000,000(2)

7

Sole Dispositive Power
0

8

Shared Dispositive Power
50,000,000(2)

9

Aggregate Amount Beneficially Owned by Each Reporting Person
50,000,000(2)

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o

11

Percent of Class Represented by Amount in Row (9)
12.8%

12

Type of Reporting Person
CO

Item 1(a).

Name of Issuer:
BioLineRX Ltd.

Item 1(b).

Address of Issuer’s Principal Executive Offices:
P.O. Box 45158

19 Hartum Street

Jerusalem 91450, Israel

Item 2(a).

Name of Person Filing:

This statement is filed on behalf of each of the following persons:

(i)   Novartis Pharma AG, with respect to shares held by it; and

(ii)  Novartis AG, as the publicly owned parent of Novartis Pharma AG, with respect to the shares held by Novartis Pharma AG

The foregoing persons are hereinafter referred to collectively as the “Reporting Persons.”

Item 2(b).

Address of Principal Business Office or, if none, Residence:
The address of the principal business office of each of Novartis Pharma AG and Novartis AG is Lichtstrasse 35, 4056 Basel, Switzerland.

Item 2(c).

Citizenship:
Novartis AG and Novartis Pharma AG are each corporations organized under the laws of Switzerland.

Item 2(d).

Title of Class of Securities:
Ordinary Shares, par value NIS 0.01 per share(3) (“Ordinary Shares”).

Item 2(e).

CUSIP Number:
09071M 10 6

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:

Not applicable.

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:   

Novartis Pharma AG is the record owner of 50,000,000 Ordinary Shares of the Issuer. As the parent of Novartis Pharma AG, Novartis AG may be deemed to beneficially own these securities.    

(b)

Percent of class:   

12.8%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:   

Not applicable.

(ii)

Shared power to vote or to direct the vote:    

50,000,000

(iii)

Sole power to dispose or to direct the disposition of:   

Not applicable.

(iv)

Shared power to dispose or to direct the disposition of:   

50,000,000

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

Each of the Reporting Persons hereby makes the following certification:

By signing below I certify that, to the best of my 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 influencing 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, other than activities solely in connection with a nomination under § 240.14a-11.

Exhibit Reference

Exhibit Description

A

Evidence of Signature Authority

B

Power of Attorney

C

Joint Filing Agreement

Novartis AG

By:

/s/Sean Reilly

Name:

Sean Reilly

Title:

Authorized Signatory

By:

/s/Daniel Wipfli

Name:

Daniel Wipfli

Title:

Authorized Signatory

NOVARTIS PHARMA AG

By:

/s/Matthew Owens

Name: Matthew Owens

Title: Authorized Signatory

By:

/s/Peter Kornicker

Name: Peter Kornicker

Title: Authorized Signatory

NOVARTIS AG

By:

/s/Matthew Owens

Name:  Matthew Owens

Title:  Authorized Signatory

By:

/s/Marie Lindner

Name:  Marie Lindner

Title:  Authorized Signatory

NOVARTIS PHARMA AG

By:

/s/Matthew Owens

Name: Matthew Owens

Title: Authorized Signatory

By:

/s/Peter Kornicker

Name: Peter Kornicker

Title: Authorized Signatory

NOVARTIS AG

By:

/s/Matthew Owens

Name:  Matthew Owens

Title:  Authorized Signatory

By:

/s/Marie Lindner

Name:  Marie Lindner

Title:  Authorized Signatory