FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Can-Fite BioPharma Ltd.
 2. Date of Event Requiring Statement (Month/Day/Year)
11/21/2011		 3. Issuer Name and Ticker or Trading Symbol
OphthaliX, Inc. [OPLI]
(Last)
(First)
(Middle)
10 BAREKET STREET, KIRYAT MATALON, P.O. BOX 7537		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
12/01/2011
(Street)

PETACH TIVA, L3 49170		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 38,534,631
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants 11/21/2011   (1) Common Stock 2,160,102 $ 1.144 D  
Warrants 04/02/2012(2)   (3) Common Stock 1,267,315 $ 1.72 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Can-Fite BioPharma Ltd.
10 BAREKET STREET, KIRYAT MATALON
P.O. BOX 7537
PETACH TIVA, L3 49170		     X    

Signatures

/s/ Pnina Fishman 05/14/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Pursuant to a warrant agreement issued by OphthliX 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) Warrants exercisable upon increase of authorized, which was effective on April 2, 2012.
(3) 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").

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