Sec Form 13D Filing - WILLIFOOD INVESTMENTS LTD filing for G.WILLI-FOOD INTL INC (WILC) - 2020-01-22

(1)

Consists of (i) 8,200,542 Ordinary Shares held directly by WIL, (ii) 771,075 Ordinary Shares held directly by B.S.D, (iii) 12,000 Ordinary Shares held directly by JW, and (iv) 727,981 Ordinary Shares held directly by 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 13,217,017 Ordinary Shares outstanding as of January 17, 2020 (as provided by the Issuer).

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Item 1.  Security and Issuer.

 

 

Item 3.  Source and Amount of Funds or other Consideration.

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 62.05% 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 67.88% 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 727,981 Ordinary Shares. In addition, JW owns through YMDHI 14.96% of B.S.D's outstanding shares (excluding dormant shares), through YWMI 9.28% of B.S.D's outstanding shares (excluding dormant shares), and owns directly 4.52% and collectively 28.76% of B.S.D's outstanding shares (excluding dormant shares) and holds the right to vote those shares.  In addition, ZW owns through ZVI&C 15.84% of B.S.D's outstanding shares (excluding dormant shares), and owns directly 12.9% of B.S.D's outstanding shares (excluding dormant shares), and collectively 28.74% of B.S.D's outstanding shares (excluding dormant shares) and holds the right to vote those shares, which if combined with JW holdings' constitutes a 57.5% holdings of B.S.D. Accordingly, JW and ZW may each be deemed to beneficially own 9,711,598 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 727,981 Ordinary Shares held directly by ZW), or approximately 73.48% 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.

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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 is beneficial owner of 28.76% of the outstanding shares of B.S.D and ZW is beneficial owner of 28.74% 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.

(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.

 

 

 

 

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).

 

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Dated:  January 22, 2020