SEC Info - Can-Fite BioPharma Ltd. - ‘5’ for 12/31/12 re: Wize Pharma, Inc.

FORM 5

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

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Can-Fite BioPharma Ltd.

(Last)

(First)

(Middle)

10 BAREKET STREET, KIRYAT MATALON

P.O. BOX 7537

(Street)

PETACH TIVA

49170

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
OphthaliX, Inc. [ OPLI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/12

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock							38,534,631	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants	$1.144						11/21/11	⁽¹⁾	Common Stock	2,160,102		2,160,102	D
Warrants	$1.72						4/2/12	⁽²⁾	Common Stock	1,267,315		3,427,417	D

Explanation of Responses:

(1) Pursuant to a warrant agreement issued by OphthaliX Inc. (the "Company") to Can-Fite BioPharma, Ltd. ("Can-Fite") on November 21, 2011, Can-Fite shall have the right at any time to convert its warrants until the earlier of (a) the 5th-year anniversary thereof and (b) the closing of the acquisition of the Company by another entity, resulting in the exchange of the outstanding shares of the Company's capital stock such that the stockholders of the Company prior to such transaction own, directly, or indirectly, less than 50% of the voting power of the surviving entity.

(2) This warrant shall expire and become void on the earlier of: (i) the date that is sixty (60) months from the Warrant Issue Date, or (ii) the closing of the acquisition of the Company by another entity by means of merger, consolidation or other transaction or series of related transactions, resulting in the exchange of the outstanding shares of the Company's capital stock such that the stockholders of the Company prior to such transactions own, directly or indirectly, less than 50% of the voting power of the surviving entity ("Expiration Date").

	/s/ Pnina Fishman	5/14/13
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Can-Fite BioPharma Ltd. – ‘5’ for 12/31/12 re: Wize Pharma, Inc.

On: Tuesday, 5/14/13, at 12:26pm ET · For: 12/31/12 · As: 10% Owner · Accession #: 1441557-13-41 · File #: 0-52545

Annual Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 5 — SEA’34
Filing Table of Contents

This ‘5’ Document is an XML Data File that may be rendered in various formats:

Can-Fite BioPharma Ltd. – ‘5’ for 12/31/12 re: Wize Pharma, Inc.

On: Tuesday, 5/14/13, at 12:26pm ET · For: 12/31/12 · As: 10% Owner · Accession #: 1441557-13-41 · File #: 0-52545

Annual Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 5 — SEA’34Filing Table of Contents

This ‘5’ Document is an XML Data File that may be rendered in various formats:

Annual Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 5 — SEA’34
Filing Table of Contents