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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. 44)
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: 972-8-932-1000
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
7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
9,930,563 Ordinary Shares (1)
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
9,930,563 Ordinary Shares (1)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
9,930,563 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)
71.61% (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) 13,251 Ordinary Shares
held directly by Joseph Williger ("
JW
"), and (iv) 945,695 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 2, 2024 (as provided by the Issuer).
2
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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
7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
9,930,563 Ordinary Shares (1)
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
9,930,563 Ordinary Shares (1)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
9,930,563 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)
71.61% (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) 13,251 Ordinary Shares
held directly by Joseph Williger ("
JW
"), and (iv) 945,695 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 2, 2024 (as provided by the Issuer).
3
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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
7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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 2, 2024 (as provided by the Issuer).
4
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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
7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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 2, 2024 (as provided by the
Issuer). The beneficial ownership of the Ordinary Shares is further described in Item 5.
5
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This Amendment No. 44 (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.
6
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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 August 25, 2024, ZW purchased 1,568 Ordinary Shares of the Issuer for
aggregate consideration of $15,367. ZW used his personal funds to acquire the
Ordinary Shares.
On August 29, 2024 ZW purchased 10,000 Ordinary Shares of the Issuer for
aggregate consideration of $102,046. 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 13,251
Ordinary Shares and ZW directly owns though a wholly-owned company 945,695
Ordinary Shares. JW and ZW together own 100% of B.S.D shares and each be
deemed to beneficially own 9,930,563 Ordinary Shares (comprised of 8,200,542
Ordinary Shares held directly by WIL, 771,075 Ordinary Shares held directly by
B.S.D, 13,251 Ordinary Shares held directly by JW and 945,695 Ordinary Shares
held directly by ZW), or approximately 71.61% 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.
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.
7
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The beneficial ownership percentages above for the Issuer are based on
13,867,017 Ordinary Shares outstanding as of September 2, 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
August 25, 2024 ZW 1,568 purchase 15,367
August 29, 2024 ZW 10,000 purchase 102,046
Total 11,568 117,413
(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.
Item 7. Material to be Filed as Exhibits.
Item 7 of Schedule 13D, "Material to be Filed as Exhibits" is amended and
restated to read as follows:
Exhibits
:
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).
8
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SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, each of the undersigned certifies that the information set forth
in this Statement is true, correct and complete.
Dated:
September 3, 2024
/s/ Joseph Williger
Joseph Williger
/s/ Zwi Williger
Zwi Williger
B.S.D CROWN LTD.
By:
/s/
Joseph Williger
Name: Joseph Williger
Title: DIRECTOR
WILLI-FOOD INVESTMENTS LTD.
By:
/s/ Yitschak Barabi
Name:
Yitschak Barabi
Title:
CFO
9
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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 Management and Investments
corporation or organization where employed
10
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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 Director in WIL Director in WIL
brother JW, the Chairman of
WIL and a Chairman of the Board ZW's daughter YW's daughter
of Directors of the Issuer
Residence or business address Nachal Harif Street Northern Arlozorov 28, Herzliya, Israel Barak 31 Tel-Aviv
Industrial Area Yavne, 81106022
Present principal Director UX-UI Designer Designer and architecture
occupation or employment
Name of corporation or ZVI V & CO. and the issuer. Bitmob, Graphic Design Self employed
organization where employed
Address of corporation or Nachal Harif Street Northern Arlozorov 28, Herzliya, Israel Barak 31 Tel-Aviv
organization where employed Industrial Area Yavne
81106022, Israel
Description of Management and investments Marketing agency designer and architecture
principal business of
corporation or organization
where employed
11
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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 Navon Waisfeld & Co. Ziv Ironi Advocates & Notary
organization where employed
Address of corporation or 13 David Ben Gurion St., Bnei Brak, Israel 2 Ibn Gvirol St., Tel Aviv, Israel
organization where employed
Description of principal business of Senior partner Law office
corporation or organization where employed
12
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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 Chief Financial Officer
Officer of WIL and of WIL and the
a senior Officer at the Issuer. Issuer and director
of the issuer.
Residence or business address 32 Omri, Tel-Aviv, Israel 4 Nahal Harif St., Northern 4 Nahal Harif St., Northern
Industrial Zone, Industrial Zone,
Yavne 81106, Israel Yavne 81106, Israel
Present principal Corporate Finance Consolatory CEO of WIL and a senior Chief Financial Officer
occupation or employment Officer at the Issuer. of WIL and Issuer
Name of corporation or Self employed WIL and Issuer WIL and Issuer
organization where employed
Address of corporation or 32 Omri, Tel-Aviv, Israel 4 Nahal Harif St., Northern 4 Nahal Harif St., Northern
organization where employed Industrial Zone, Industrial Zone,
Yavne 81106, Israel Yavne 81106, Israel
Description of Independent corporate Importing and marketing Importing and marketing
principal business of finance professional of food products of food products
corporation or organization
where employed
13
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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 Provides financial services including value
corporation or organization where employed estimations for companies and other entities
14
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