Willifood Investments Files 13D/A Amendment

TL;DR

Willifood Investments just updated their 13D filing for G. Willi-Food. Big changes coming?

AI Summary

On November 12, 2024, WILLIFOOD INVESTMENTS LTD filed an amendment (Amendment No. 48) to its Schedule 13D regarding G. Willi-Food International Ltd. The filing indicates changes in beneficial ownership, with the group members including B.S.D CROWN LTD., JOSEPH WILLIGER, and ZWI WILLIGER. The company's principal executive offices are located at 24 Hametsuada St, Azur, Israel.

Why It Matters

This filing updates information on significant beneficial ownership, which can signal changes in control or investment strategy for G. Willi-Food International Ltd.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or shifts in control, which can introduce volatility.

Key Players & Entities

• WILLIFOOD INVESTMENTS LTD (company) — Filing entity
• G. Willi-Food International Ltd. (company) — Subject company
• B.S.D CROWN LTD. (company) — Group member
• JOSEPH WILLIGER (person) — Group member
• ZWI WILLIGER (person) — Group member
• Yitschak Barabi (person) — Chief Financial Officer
• Perry Wildes (person) — Attorney

FAQ

Key Financial Figures

• $349,385 — e Issuer for aggregate consideration of $349,385. ZW used his personal funds to acquire
• $656,000 — e Issuer for aggregate consideration of $656,000. JW used his personal funds to acquire

Filing Documents

• zk2432274.htm (SC 13D/A) — 207KB
• 0001178913-24-003600.txt ( ) — 209KB

Security and Issuer

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.

Identity and Background

Item 2. Identity and Background.

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

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 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. The 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 th

Source and Amount of Funds or other Consideration

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: From September 30 2024 until October 27 ,2024 ZW purchased 29,354 Ordinary Shares of the Issuer for aggregate consideration of $349,385. ZW used his personal funds to acquire these Ordinary Shares. On October 7, 2024, JW bought from ZW 60,000 Ordinary Shares of the Issuer for aggregate consideration of $656,000. JW used his personal funds to acquire the Ordinary Shares.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer.

of the Schedule 13D, "Interest in Securities of the Issuer" is amended and restated to read as follows

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 135,751 Ordinary Shares and ZW directly owns though a wholly-owned company 1,230,436 Ordinary Shares. JW and ZW together own 100% of B.S.D shares and each be deemed to beneficially own 10,337,804 Ordinary Shares (comprised of 8,200,542 Ordinary Shares held directly by WIL, 771,075 Ordinary Shares held directly by B.S.D, 130,751 Ordinary Shares held directly by JW and 1,230,436 Ordinary Shares held directly by ZW), or approximately 74.55% 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

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits.

of Schedule 13D, "Material to be Filed as Exhibit" is amended and restated to read as follows

Item 7 of Schedule 13D, "Material to be Filed as Exhibit" is amended and restated to read as follows: 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). 9

SIGNATURES

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 Dated: November 12, 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 10 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 11 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

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View this SC 13D/A filing on SEC EDGAR