CUSIP No.: M52523103
|
SCHEDULE 13D/A
|
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
9,605,901 Ordinary Shares (1)
|
||
9 |
SOLE DISPOSITIVE POWER
-0-
|
||
10 |
SHARED DISPOSITIVE POWER
9,605,901 Ordinary Shares (1)
|
||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
9,605,901 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)
69.27% (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) 12,000 Ordinary Shares held directly by Joseph Williger (“JW”), and (iv) 622,284 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 October 14, 2020 (as provided by the Issuer).
|
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
9,605,901 Ordinary Shares (1)
|
||
9 |
SOLE DISPOSITIVE POWER
-0-
|
||
10 |
SHARED DISPOSITIVE POWER
9,605,901 Ordinary Shares (1)
|
||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
9,605,901 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)
69.27% (2)
|
||
14 |
TYPE OF REPORTING PERSON
IN
|
(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) 622,284 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 13,867,017 Ordinary Shares outstanding as of October 14, 2020 (as provided by the Issuer).
|
CUSIP No.: M52523103
|
SCHEDULE 13D/A
|
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 October 14, 2020 (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 October 14, 2020 (as provided by the Issuer). The beneficial ownership of the Ordinary Shares is further described in Item 5.
|
Date
|
Purchaser/Seller
|
Number of Shares
|
Purchase/Sale
|
Price in USD
|
October 14, 2020
|
ZW
|
180,000
|
Sale
|
19.30
|
October 13, 2020
|
ZW
|
300
|
Purchase
|
19.30
|
September 24, 2020
|
ZW
|
300
|
Purchase
|
19.48
|
August 26, 2020
|
ZW
|
500
|
Purchase
|
20.39
|
August 25, 2020
|
ZW
|
600
|
Purchase
|
20.44
|
August 25, 2020
|
ZW
|
393
|
Purchase
|
20.23
|
August 25, 2020
|
ZW
|
305
|
Purchase
|
20.15
|
August 25, 2020
|
ZW
|
207
|
Purchase
|
20.21
|
August 25, 2020
|
ZW
|
88
|
Purchase
|
20.24
|
August 25, 2020
|
ZW
|
55
|
Purchase
|
20.23
|
August 25, 2020
|
ZW
|
55
|
Purchase
|
20.22
|
Number |
Description
|
|
/s/ Joseph Williger
Joseph Williger
/s/ Zwi Williger
Zwi Williger
B.S.D CROWN LTD.
By: /s/ Yitschak
Barabi
Name: Yitschak Barabi
Title: Interim CFO
WILLI-FOOD INVESTMENTS LTD.
By: /s/ Yitschak Barabi
Name: Yitschak Barabi
Title: CFO
|
Name
|
Joseph Williger
|
Shmulik Yanai
|
Gil Hochboim
|
Position in B.S.D, WIL, or Issuer
|
Chairman of the Board of Directors of B.S.D, director in WIL, and a Co-Chairman of the Board of Directors of the Issuer
|
External Director in B.S.D
|
Director in B.S.D and WIL
|
Residence or business address
|
7 Menachem Begin Road, Gibor Sport Tower 8th Floor, Ramat Gan 5268102, Israel
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7 Harsit shate, Petach Tikva, Israel
|
33 Mukasey St., Rehovot, Israel
|
Present principal occupation or employment
|
Director
|
Advocate
|
CEO of S.R. Accord Ltd.
|
Name of corporation or organization where employed
|
Yossi Willi Management and Investments Ltd
|
Yorkville Advisors LLC
|
S.R. Accord Ltd.
|
Address of corporation or organization where employed
|
7 Menachem Begin Road, Gibor Sport Tower 8th Floor, Ramat Gan 5268102, Israel
|
8 Abba Even, Herzliya Pituach, Israel
|
10 Klozner St., Ramle, Israel
|
Description of principal business of corporation or organization where employed
|
Management and Investments
|
Serves as an advisor to Yorkville Advisors LLC
|
S.R. Accord Ltd. is active in the financial market. It is a public Israeli company traded on TASE.
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Name
|
Zwi Williger
|
Sagit Amit Evan
|
Amir Ariel
|
Position in B.S.D, WIL, or Issuer
|
Director in B.S.D, the Chairman of WIL and a Co-Chairman of the Board of Directors of the Issuer
|
External Director in B.S.D
|
External Director in B.S.D
|
Residence or business address
|
Nachal Harif Street Northern Industrial Area Yavne, 81106022
|
21 Harehesh Savune, Israel
|
10 Bader Yohanan St., Ramat Gan, Israel
|
Present principal occupation or employment
|
Director
|
Advocate, legal & business advisor
|
Advocate, legal & Business Development
|
Name of corporation or organization where employed
|
ZVI V & CO.
|
Sagit Even, Law Firm
|
Edri El Israel Properties Ltd.
|
Address of corporation or organization where employed
|
Nachal Harif Street Northern Industrial Area Yavne 81106022, Israel
|
21 Harehesh Savune, Israel
|
7 Menahem Begin, Ramat Gan, Israel
|
Description of principal business of corporation or organization where employed
|
Management and investments
|
Law firm
|
VP Business Development and Assets
|
Name
|
Benzi Sao
|
Kobi Navon
|
Ziv Ironi
|
Position in B.S.D, WIL, or Issuer
|
Independent Director of WIL
|
Independent director in WIL
|
External director of WIL
|
Residence or business address
|
42 Hazav St., Kfar Vradim, Israel
|
13 David Ben Gurion St., Bnei Brak, Israel
|
2 Ibn Gvirol St., Tel Aviv, Israel
|
Present principal occupation or employment
|
Security
|
CPA (Israel)
|
Corporate litigator
|
Name of corporation or organization where employed
|
SIGNAL – intelligence group
|
Navon Waisfeld & Co.
|
Ziv Ironi Advocates & Notary
|
Address of corporation or organization where employed
|
26 Histadrut St., Petach Tikva, Israel
|
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
|
Consultation in intelligence, investigations and security
|
Senior partner
|
Law office
|
Name
|
Avital Bar-Dayan
|
Einat Peled-Shapira
|
Yitschak Barabi
|
Position in B.S.D, WIL, or Issuer
|
External director of WIL
|
Chief Executive Officer of WIL and the Issuer
|
Chief Financial Officer of WIL and 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 Issuer
|
Finance Manager 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
|
Einav Brar
|
Idan Ben-Shitrit
|
Position in B.S.D, WIL, or Issuer
|
Director of the Issuer
|
External director of the Issuer
|
External director of the Issuer
|
Residence or business address
|
204, Ysmin St., Shilat, Israel
|
15, Abarzel, Ramat Achayal-Tel Aviv, Israel
|
10 Klozner St., Ramle, Israel
|
Present principal occupation or employment
|
Director
|
Chief Executive Officer
|
Self-employed portfolio manager
|
Name of corporation or organization where employed
|
Victor Bar Consultant Ltd.
|
TLV Medical Center
|
Meitav Co. & Altris Co.
|
Address of corporation or organization where employed
|
204, Ysmin St., Shilat, Israel
|
15, Abarzel, Ramat Achayal-Tel Aviv, Israel
|
10 Klozner St., Ramle, Israel
|
Description of principal business of corporation or organization where employed
|
Provides financial services including value estimations for companies and other entities
|
Surgical center
|
Portfolio management services
|