Amendment: SEC Form SC 13D/A filed by G. Willi-Food International Ltd.
CUSIP No.: M52523103
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SCHEDULE 13D/A
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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
10,182,985 Ordinary Shares (1)
|
||
9 |
SOLE DISPOSITIVE POWER
-0-
|
||
10 |
SHARED DISPOSITIVE POWER
10,182,985 Ordinary Shares (1)
|
||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
10,182,985 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)
73.43% (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) 1,135,617
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 23, 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
10,182,985 Ordinary Shares (1)
|
||
9 |
SOLE DISPOSITIVE POWER
-0-
|
||
10 |
SHARED DISPOSITIVE POWER
10,182,985 Ordinary Shares (1)
|
||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
10,182,985 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)
73.43% (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) 1,135,617 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 23, 2024 (as provided by the Issuer).
|
CUSIP No.: M52523103
|
SCHEDULE 13D/A
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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 23, 2024 (as provided by the Issuer).
|
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 23, 2024 (as provided by the Issuer). The beneficial ownership of the Ordinary Shares is further described in Item 5.
|
Date
|
Purchaser
|
Number of Shares
|
Purchase/Sale
|
Price in USD
|
September 18, 2024
|
ZW
|
2,281
|
purchase
|
$24,330
|
September 18, 2024
|
JW
|
62,500
|
purchase
|
$666,666
|
Total
|
64,781
|
$690,996
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Number |
Description
|
|
/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
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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
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Residence or business address
|
7 Menachem Begin Road, Gibor Sport Tower 8th Floor, Ramat Gan 5268102, Israel
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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
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Description of principal business of corporation or organization where employed
|
Management and Investments
|
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
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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
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Arlozorov 28, Herzliya, Israel
|
Barak 31 Tel-Aviv
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Description of principal business of corporation or organization where employed
|
Management and investments
|
Marketing agency
|
designer and architecture
|
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
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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
|
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
|
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
|