Form SC 13D/A - General Statement of Acquisition of Beneficial Ownership: [Amend]

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 47)

 

G. Willi-Food International Ltd.

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(Name of Issuer)

 

Ordinary Shares, nominal value NIS 0.10 per share

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(Title of Class of Securities)

 

       M52523103      

(CUSIP Number)

 

4 Nahal Harif St.,

Yavne 81224, Israel

Attention: Yitschak Barabi, Chief Financial Officer

Telephone:  [phone]

 

with a copy to:

Goldfarb Gross Seligman & Co.

One Azrieli Center

Tel Aviv 67021, Israel

Attn:  Perry Wildes, Adv.

 972-3-607-4444

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Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications

 

Not Applicable – Voluntary Filing

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(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box: ☐

Note:  Schedules filed in paper format should include a signed original and five copies of the schedule, including all exhibits.  See Rule 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.

 

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CUSIP No.: M52523103

SCHEDULE 13D/A

Page 2 of 14 Pages

1	NAME OR REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Joseph Williger
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS   PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)   ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION:     Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   -0-
		8	SHARED VOTING POWER   10,308,450 Ordinary Shares (1)
		9	SOLE DISPOSITIVE POWER   -0-
		10	SHARED DISPOSITIVE POWER   10,308,450 Ordinary Shares (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:     10,308,450 Ordinary Shares (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES   ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   74.34%  (2)
14	TYPE OF REPORTING PERSON   IN

(1)

Consists of (i) 8,200,542 Ordinary Shares held directly by Willi-Food Investments Ltd. ("WIL"), (ii) 771,075 Ordinary Shares held directly by B.S.D Crown LTD. ("B.S.D"), (iii) 75,751 Ordinary Shares held directly by Joseph Williger (“JW”), and (iv) 1,261,082 Ordinary Shares held directly by Zwi Williger ("ZW"). JW and ZW disclaim the existence of any group for purposes of Section 13(d) of the Exchange Act. See Item 5. The beneficial ownership of the Ordinary Shares is further described in Item 5.

(2)	Based on 13,867,017 Ordinary Shares outstanding as of  September 30, 2024 (as provided by the Issuer).

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CUSIP No.: M52523103

SCHEDULE 13D/A

Page 3 of 14 Pages

1	NAME OR REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Zwi Williger
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS   PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)   ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION:     Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   -0-
		8	SHARED VOTING POWER   10,308,450 Ordinary Shares (1)
		9	SOLE DISPOSITIVE POWER   -0-
		10	SHARED DISPOSITIVE POWER   10,308,450 Ordinary Shares (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:     10,308,450 Ordinary Shares (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES   ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   74.34%  (2)
14	TYPE OF REPORTING PERSON   IN

(1)

Consists of (i) 8,200,542 Ordinary Shares held directly by Willi-Food Investments Ltd. ("WIL"), (ii) 771,075 Ordinary Shares held directly by B.S.D Crown LTD. ("B.S.D"), (iii) 75,751 Ordinary Shares held directly by Joseph Williger (“JW”), and (iv) 1,261,082 Ordinary Shares held directly by Zwi Williger ("ZW"). JW and ZW disclaim the existence of any group for purposes of Section 13(d) of the Exchange Act. See Item 5. The beneficial ownership of the Ordinary Shares is further described in Item 5.

(2)	Based on 13,867,017 Ordinary Shares outstanding as of  September 30, 2024 (as provided by the Issuer).

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CUSIP No.: M52523103

SCHEDULE 13D/A

Page 4 of 14 Pages

 

1	NAME OR REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON B.S.D. Crown LTD.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS   WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)   ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION:     Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   -0-
		8	SHARED VOTING POWER   8,971,617 Ordinary Shares (1)
		9	SOLE DISPOSITIVE POWER   -0-
		10	SHARED DISPOSITIVE POWER   8,971,617 Ordinary Shares (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:     8,971,617 Ordinary Shares (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES   ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   64.70%  (2)
14	TYPE OF REPORTING PERSON   CO

(1)	Consists of (i) 8,200,542 Ordinary Shares held directly by WIL and (ii) 771,075 Ordinary Shares held directly by B.S.D. The beneficial ownership of the Ordinary Shares is further described in Item 5.

(2)	Based on 13,867,017 Ordinary Shares outstanding as of  September 30, 2024 (as provided by the Issuer).

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CUSIP No.: M52523103

SCHEDULE 13D/A

Page 5 of 14 Pages

 

1	NAME OR REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Willi-Food Investments Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS   WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)   ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION:     Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER   -0-
		8	SHARED VOTING POWER   8,200,542 Ordinary Shares
		9	SOLE DISPOSITIVE POWER   -0-
		10	SHARED DISPOSITIVE POWER   8,200,542 Ordinary Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:     8,200,542 Ordinary Shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES   ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   59.14% (1)
14	TYPE OF REPORTING PERSON   CO

 

(1)	Based on 13,867,017 Ordinary Shares outstanding as of  September 30, 2024 (as provided by the Issuer). The beneficial ownership of the Ordinary Shares is further described in Item 5.

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This Amendment No. 47 (the "Amendment") amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission October 7, 2002.

Item 1. Security and Issuer.

The Amendment relates to the ordinary shares, NIS 0.10 nominal value per share (the "Ordinary Shares"), of G. Willi-Food International Ltd. (the "Issuer"), an Israeli company with principal executive offices at 4 Nahal Harif St., Yavne 8110602, Israel.

Item 2. Identity and Background.

Item 2 of Schedule 13D, "Identity and Background" is amended and restated to read as follows:

This Amendment to Schedule 13D is being filed jointly by Willi-Food Investments Ltd. ("WIL"), B.S.D Crown LTD. ("B.S.D"), Joseph Williger ("JW"), Zwi Williger ("ZW") (the foregoing, collectively, the "Reporting Persons"). The agreement among the Reporting Persons relating to the joint filing of this Amendment to Schedule 13D is attached as an exhibit hereto.

WIL is controlled by its majority shareholder, B.S.D (formerly known as Emblaze Ltd.), a company wholly owned by JW and his brother ZW.

WIL, an Israeli company traded on the Tel Aviv Stock Exchange (symbol: WLFD), acts as a holding company for the shares of the Issuer, which imports and markets food products. The business address of WIL is 4 Nahal Harif St., Northern Industrial Zone, Yavne 8110602, Israel.

B.S.D, an Israeli private company, holds WIL shares. The business address of B.S.D is 7 Menachem Begin Road, Gibor Sport Tower, 8th Floor, Ramat Gan 5268102, Israel.

JW is a citizen of Israel, is a director of B.S.D, director of WIL and the CEO of the Issuer. JW is a citizen of Israel and his principal employment is business management.  and his residence or business address is 76 Kaplan St., Hertzliya 4674311, Israel.

ZW, the brother of JW, is a director of B.S.D, the Chairman of WIL and the Chairman of the Board of Directors of the Issuer. ZW is a citizen of Israel and his principal employment is business management. The business address of ZW is 7 Hashikma St., Savion, Israel.

Unless included above, set forth on Schedule I hereto, which is incorporated herein by reference, is the name, present business addresses, principal occupation or employment, name of organization where such employment is conducted, description of the principal business of such organization and citizenship of the directors and executive officers of each Reporting Person.

 

During the last five years, none of the Reporting Persons nor, to the best of their knowledge, any of the entities or individuals mentioned in this Item 2 or listed on Schedule I hereto, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

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Item 3. Source and Amount of Funds or other Consideration.

 

Item 3 of Schedule 13D, "Source and Amount of Funds or other Consideration" is amended by adding the following paragraph:

 

On September 25, 2024, ZW purchased 123,132 Ordinary Shares of the Issuer for aggregate consideration of $1,346,243. ZW used his personal funds to acquire the Ordinary Shares.

 

On September 26, 2024, ZW purchased 1,000 Ordinary Shares of the Issuer for aggregate consideration of $11,173 ZW used his personal funds to acquire the Ordinary Shares.

 

On September 29, 2024, ZW purchased 1,333 Ordinary Shares of the Issuer for aggregate consideration of $14,600 ZW used his personal funds to acquire the Ordinary Shares.

 

Item 5. Interest in Securities of the Issuer.

 

Item 5 of the Schedule 13D, “Interest in Securities of the Issuer” is amended and restated to read as follows:

 

(a) and (b)

 

As of the date hereof, WIL owns directly (and therefore is considered the beneficial owner of) 8,200,542 Ordinary Shares, or approximately 59.14% of the outstanding Ordinary Shares.  Thus, as of the date hereof, WIL may be deemed to have the shared power to vote, or direct the voting of, and the shared power to dispose of, or direct the disposition of, all such shares.

WIL is controlled by its majority shareholder, B.S.D, which as of the date hereof directly owns 771,075 Ordinary Shares of the issuer. Accordingly, as of the date hereof, B.S.D may be deemed to beneficially own 8,971,617 Ordinary Shares (comprised of 771,075 Ordinary Shares held directly by B.S.D, and 8,200,542 Ordinary Shares held directly by WIL), or approximately 64.70% of the outstanding Ordinary Shares.  Thus, as of the date hereof, B.S.D may be deemed to have the shared power to vote, or direct the voting of, and the shared power to dispose of, or direct the disposition of, all such shares.

As of the date hereof, JW directly owns though a wholly-owned company 75,751 Ordinary Shares and ZW directly owns though a wholly-owned company 1,261,082 Ordinary Shares. JW and ZW together own 100% of B.S.D shares and each be deemed to beneficially own 10,308,450 Ordinary Shares (comprised of 8,200,542 Ordinary Shares held directly by WIL, 771,075 Ordinary Shares held directly by B.S.D, 75,751 Ordinary Shares held directly by JW and 1,261,082 Ordinary Shares held directly by ZW), or approximately 74.34% of the outstanding Ordinary Shares. Thus, as of the date hereof, each of JW and ZW may be deemed to have the shared power to vote, or direct the voting of, and the shared power to dispose of, or direct the disposition of, all such shares.

Each Reporting Person disclaims beneficial ownership of any Ordinary Shares except to the extent of his or its pecuniary interest therein. Neither the filing of this Amendment to Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the Ordinary Shares referred to herein for purposes of Section 13(d) of the Exchange Act or for any other purpose.

Because JW and ZW are brothers, ZW serves as the Chairman of the Board of Directors of the Issuer, and JW serves as CEO of the Issuer, and JW and ZW together beneficially own 100% of the outstanding shares of B.S.D, the Reporting Persons may be deemed to constitute a "group" for purposes of Section 13(d) of the Exchange Act.  However, ZW and JW have not acted in concert in connection with the transactions described herein and have not been, nor are they currently, parties to any voting or other arrangement with respect to their holdings in B.S.D, WIL or the Issuer, and they disclaim the existence of any such group.

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Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that a group exists for purposes of Schedule 13(d) of the Exchange Act or for any other purpose, and each Reporting Person disclaims the existence of any such group.

The beneficial ownership percentages above for the Issuer are based on 13,867,017 Ordinary Shares outstanding as of September 26, 2024, as provided by the Issuer.

(c)          Except as set forth in the table below, to the best knowledge of the Reporting Persons, none of the Reporting Persons and no other person or entity described in Item 2 of this report has beneficial ownership of, or has engaged in any transaction during the past 60 days in respect of, any Ordinary Shares.

Date	Purchaser	Number of Shares	Purchase/Sale	Price in USD
September 25, 2024	ZW	123,132	purchase	$1,346,243
September 26, 2024	ZW	1,000	purchase	$11,173
September 29, 2024	ZW	1,333	purchase	$14,600
Total		125,465		$1,372,016

(d)          No person, other than the Reporting Persons, has the right to receive or the power to direct the receipt of dividend from, or the proceeds from the sale of, the Ordinary Shares referred to in this Item 5.

(e)          Not applicable.

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Item 7 of Schedule 13D, "Material to be Filed as Exhibits" is amended and restated to read as follows:

 

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Number

Description

 

99.1

Joint Filing Agreement among the Reporting Persons (incorporated by reference to Amendment No. 31 to Schedule 13D filed on August 3, 2017).

 

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SIGNATURES

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Dated: September 30, 2024

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/s/ Joseph Williger 9 9 9 9 9 9 9  9   9Joseph Williger Name:  Joseph Williger Title:    DIRECTOR 9  9 9  9/s/ Yitschak Barabi 9Yitschak Barabi9 9CFO

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Schedule 1

 

Unless otherwise provided in Item 2, set forth below are the names of the directors and executive officers B.S.D. Crown LTD., and Willi-Food Investments Ltd., and their present business addresses, principal occupation or employment, name of organization where such employment is conducted, description of the principal business of such organization and citizenship.  In addition, any service of such persons as officers or directors of the Issuer is also indicated.  The citizenship of all those listed below is Israel unless otherwise noted.

Name	Joseph Williger
Position in B.S.D, WIL, or Issuer	Shareholder of B.S.D with his brother ZW, director in WIL, and the CEO of the Issuer
Residence or business address	7 Menachem Begin Road, Gibor Sport Tower 8th Floor, Ramat Gan 5268102, Israel
Present principal occupation or employment	Director
Name of corporation or organization where employed	Yossi Willi Management and Investments Ltd and the Issuer
Address of corporation or organization where employed	7 Menachem Begin Road, Gibor Sport Tower 8th Floor, Ramat Gan 5268102, Israel
Description of principal business of corporation or organization where employed	Management and Investments

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Name	Zwi Williger	Noit Williger	Lital Wagman-Williger
Position in B.S.D, WIL, or Issuer	Shareholder of B.S.D with his brother JW, the Chairman of WIL and a Chairman of the Board of Directors of the Issuer	Director in WIL   ZW's daughter	Director in WIL   YW's daughter
Residence or business address	Nachal Harif Street Northern Industrial Area Yavne, 81106022	Arlozorov 28, Herzliya, Israel	Barak 31 Tel-Aviv
Present principal occupation or employment	Director	UX-UI Designer	Designer and architecture
Name of corporation or organization where employed	ZVI V & CO. and the issuer.	Bitmob, Graphic Design	Self employed
Address of corporation or organization where employed	Nachal Harif Street Northern Industrial Area Yavne 81106022, Israel	Arlozorov 28, Herzliya, Israel	Barak 31 Tel-Aviv
Description of principal business of corporation or organization where employed	Management and investments	Marketing agency	designer and architecture

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Name	Kobi Navon	Ziv Ironi
Position in B.S.D, WIL, or Issuer	Independent director in WIL	External director of WIL
Residence or business address	13 David Ben Gurion St., Bnei Brak, Israel	2 Ibn Gvirol St., Tel Aviv, Israel
Present principal occupation or employment	CPA (Israel)	Corporate litigator
Name of corporation or organization where employed	Navon Waisfeld & Co.	Ziv Ironi Advocates & Notary
Address of corporation or organization where employed	13 David Ben Gurion St., Bnei Brak, Israel	2 Ibn Gvirol St., Tel Aviv, Israel
Description of principal business of corporation or organization where employed	Senior partner	Law office

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Name	Avital Bar-Dayan	Erez Viner	Yitschak Barabi
Position in B.S.D, WIL, or Issuer	External director of WIL	Chief Executive Officer of WIL and a senior Officer at the Issuer.	Chief Financial Officer of WIL and the Issuer and director of the issuer.
Residence or business address	32 Omri, Tel-Aviv, Israel	4 Nahal Harif St., Northern Industrial Zone, Yavne 81106, Israel	4 Nahal Harif St., Northern Industrial Zone, Yavne 81106, Israel
Present principal occupation or employment	Corporate Finance Consolatory	CEO of WIL and a senior Officer at the Issuer.	Chief Financial Officer of WIL and Issuer
Name of corporation or organization where employed	Self employed	WIL and Issuer	WIL and Issuer
Address of corporation or organization where employed	32 Omri, Tel-Aviv, Israel	4 Nahal Harif St., Northern Industrial Zone, Yavne 81106, Israel	4 Nahal Harif St., Northern Industrial Zone, Yavne 81106, Israel
Description of principal business of corporation or organization where employed	Independent corporate finance professional	Importing and marketing of food products	Importing and marketing of food products

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Name	Victor Bar
Position in B.S.D, WIL, or Issuer	Director of the Issuer
Residence or business address	204, Ysmin St., Shilat, Israel
Present principal occupation or employment	Director
Name of corporation or organization where employed	Victor Bar Consultant Ltd.
Address of corporation or organization where employed	204, Ysmin St., Shilat, Israel
Description of principal business of corporation or organization where employed	Provides financial services including value estimations for companies and other entities

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