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    Amendment: SEC Form SCHEDULE 13D/A filed by G. Willi-Food International Ltd.

    1/14/26 8:44:13 AM ET
    $WILC
    Food Distributors
    Consumer Discretionary
    Get the next $WILC alert in real time by email



    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549


    SCHEDULE 13D

    Under the Securities Exchange Act of 1934

    (Amendment No. 50)


    G Willi Food International Ltd

    (Name of Issuer)


    Ordinary Shares, nominal value NIS 0.10 per share

    (Title of Class of Securities)


    M52523103

    (CUSIP Number)


    Yitschak Barabi
    4 Nahal Harif St.,
    Yavne, L3, 81224
    972-8-932-1000

    (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
    01/13/2026

    (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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

    The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






    SCHEDULE 13D

    CUSIP No.
    M52523103


    1 Name of reporting person

    Joseph Williger
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    PF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    ISRAEL
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    8,555,851.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    8,555,851.00
    11Aggregate amount beneficially owned by each reporting person

    8,555,851.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    61.52 %
    14Type of Reporting Person (See Instructions)

    IN

    Comment for Type of Reporting Person:
    Rows (8) (10) and (11): Consists of (i) 8,200,542 Ordinary Shares held directly by Willi-Food Investments Ltd. and (ii) 355,309 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. Row (13): Based on 13,906,412 Ordinary Shares outstanding as of January 14, 2026 (as provided by the Issuer).


    SCHEDULE 13D

    CUSIP No.
    M52523103


    1 Name of reporting person

    Zwi Williger
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    PF
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    ISRAEL
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    8,555,851.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    8,555,851.00
    11Aggregate amount beneficially owned by each reporting person

    8,555,851.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    61.52 %
    14Type of Reporting Person (See Instructions)

    IN

    Comment for Type of Reporting Person:
    Rows (8) (10) and (11): Consists of (i) 8,200,542 Ordinary Shares held directly by Willi-Food Investments Ltd. and (ii) 355,309 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. Row (13): Based on 13,906,412 Ordinary Shares outstanding as of January 14, 2026 (as provided by the Issuer).


    SCHEDULE 13D

    CUSIP No.
    M52523103


    1 Name of reporting person

    B.S.D Crown LTD.
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    WC
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    ISRAEL
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    8,200,542.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    8,200,542.00
    11Aggregate amount beneficially owned by each reporting person

    8,200,542.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    58.97 %
    14Type of Reporting Person (See Instructions)

    CO

    Comment for Type of Reporting Person:
    Rows (8) (10) and (11): Consists of 8,200,542 Ordinary Shares held directly by Willi-Food Investments Ltd.. Row (13): Based on 13,906,412 Ordinary Shares outstanding as of January 14, 2026 (as provided by the Issuer).


    SCHEDULE 13D

    CUSIP No.
    M52523103


    1 Name of reporting person

    Willifood Investments Ltd
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    WC
    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    ISRAEL
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    8,200,542.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    8,200,542.00
    11Aggregate amount beneficially owned by each reporting person

    8,200,542.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    58.97 %
    14Type of Reporting Person (See Instructions)

    CO

    Comment for Type of Reporting Person:
    Row (13): Based on 13,906,412 Ordinary Shares outstanding as of January 14, 2026 (as provided by the Issuer).. The beneficial ownership of the Ordinary Shares is further described in Item 5.


    SCHEDULE 13D

    Item 1.Security and Issuer
    (a)Title of Class of Securities:

    Ordinary Shares, nominal value NIS 0.10 per share
    (b)Name of Issuer:

    G Willi Food International Ltd
    (c)Address of Issuer's Principal Executive Offices:

    4 Nahal Harif St., Yavne, ISRAEL , 81224.
    Item 2.Identity and Background
    (a)
    This Amendment No. 50 to Schedule 13D is being filed jointly by Willi-Food Investments Ltd. ("WIL"), B.S.D Crown LTD. ("B.S.D"), Joseph Williger ("JW") and 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.
    (c)
    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 4 Nahal Harif St., Northern Industrial Zone, Yavne 8110602, 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 business address of JW is 76 Kaplan St., Herzliya 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
    (d)
    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.
    (f)
    Israel
    Item 3.Source and Amount of Funds or Other Consideration
     
    On January 13, 2026, B.S.D sold 771,075 Ordinary Shares of the Issuer for aggregate consideration of amount of $22,916,906. On January 13, 2026, Zwi Williger sold 645,750 Ordinary Shares of the Issuer for aggregate consideration of amount of $19,191,721. On January 14, 2026, Zwi Williger sold 421,483 Ordinary Shares of the Issuer for aggregate consideration of amount of $12,526,780. On January 13, 2026, Joseph Williger sold 131,175 Ordinary Shares of the Issuer for aggregate consideration of amount $3,898,615.
    Item 5.Interest in Securities of the Issuer
    (a)
    As of the date hereof, WIL owns directly (and therefore is considered the beneficial owner of) 8,200,542 Ordinary Shares, or approximately 58.97% 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 does not directly own any Ordinary Shares of the issuer. Accordingly, as of the date hereof, B.S.D may be deemed to beneficially own 8,200,542 Ordinary Shares (comprised solely of 8,200,542 Ordinary Shares held directly by WIL), or approximately 58.97% 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, ZW directly owns though a wholly-owned company 355,309 Ordinary Shares. JW and ZW together own 100% of B.S.D shares and each be deemed to beneficially own 8,200,542 Ordinary Shares held directly by WIL, and 355,309 Ordinary Shares held directly by ZW), or approximately 61.52% 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.
    (c)
    Except as set forth in the table below and as set forth in this Schedule 13D, 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: The following sales were made by B.S.D, ZW and JW: B.S.D sold Ordinary Shares on the following date and at the following average price per share: on January 13, 2026, B.S.D sold 771,075 Ordinary Shares at an average price of $29.72 per share; on January 13, 2026, ZW sold 645,750 Ordinary Shares at an average price of $29.72 per share; on January 13, 2026, JW sold 131,175 Ordinary Shares at an average price of $29.72 per share; and on January 14, 2026, ZW sold 421,483 Ordinary Shares at an average price of $29.72 per share. All transactions were made outside the Tel Aviv Stock Exchange in New Israeli Shekels (NIS). The dollar average price for each day described above represents the dollar equivalent of the NIS average price based on The Bank of Israel representative rate of exchange as of the end of the relevant date.
    (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.
    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).

        SIGNATURE 
     
    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     
    Joseph Williger
     
    Signature:/s/ Joseph Williger
    Name/Title:Joseph Williger
    Date:01/14/2026
     
    Zwi Williger
     
    Signature:/s/ Zwi Williger
    Name/Title:Zwi Williger
    Date:01/14/2026
     
    B.S.D Crown LTD.
     
    Signature:/s/ Joseph Williger
    Name/Title:Joseph Williger, DIRECTOR
    Date:01/14/2026
     
    Willifood Investments Ltd
     
    Signature:/s/ Yitschak Barabi
    Name/Title:Yitschak Barabi, CEO
    Date:01/14/2026
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