Filing Details

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934

G. Willi-Food International Ltd.

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Ordinary Shares, nominal value NIS 0.10 per share

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       M52523103      

(CUSIP Number)

 

4 Nahal Harif St.,

Yavne 81224, Israel

with a copy to:

 

(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.

 

(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 November 3, 2021 (as provided by the Issuer).

(1)	Based on 13,867,017 Ordinary Shares outstanding as of November, 3 2021 (as provided by the Issuer). The beneficial ownership of the Ordinary Shares is further described in Item 5.

 

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 November 3, 2021, ZW purchased 69,776 Ordinary Shares of the Issuer for aggregate consideration of $1,499,486. 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 12,000 Ordinary Shares and ZW directly owns though a wholly-owned company 622,060 Ordinary Shares. JW and ZW together own 100% of B.S.D shares and each be deemed to beneficially own 9,605,677 Ordinary Shares (comprised of 8,200,542 Ordinary Shares held directly by WIL, 771,075 Ordinary Shares held directly by B.S.D, 12,000 Ordinary Shares held directly by JW and 622,060 Ordinary Shares held directly by ZW), or approximately 69.27% 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, both serve as a Co-Chairman of the Board of Directors 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.

The beneficial ownership percentages above for the Issuer are based on 13,867,017 Ordinary Shares outstanding as of November 3, 2021, as provided by the Issuer.

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SIGNATURES

 

 

 

/s/ Joseph Williger Joseph Williger /s/ Zwi Williger Zwi Williger   B.S.D CROWN LTD.   By: /s/ Yitschak Barabi Name: Yitschak Barabi Title:    CFO   WILLI-FOOD INVESTMENTS LTD.   By: /s/ Yitschak Barabi Name: Yitschak Barabi Title:   CFO

 

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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.

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