Sec Form 13D Filing - Willifood Investments Ltd filing for - 2025-07-08

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

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.

Israel

As of the date hereof, WIL owns directly (and therefore is considered the beneficial owner of) 8,200,542 Ordinary Shares, or approximately 59.07% 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 64.62% 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 1,406,867 Ordinary Shares. JW and ZW together own 100% of B.S.D shares and each be deemed to beneficially own 10,441,235 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 1,406,867 Ordinary Shares held directly by ZW), or approximately 75.73% 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

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 purchases were made by ZW using his personal funds: ZW purchased Ordinary Shares on the following dates and at the following prices per share:
 
 on June 16, 2025, ZW purchased 1,147 Ordinary Shares at an average price of $16.25 per share; on June 17, 2025, ZW purchased 10,240 Ordinary Shares at an average price of $16.92 per share; on June 19, 2025, ZW purchased 5,000 Ordinary Shares at an average price of $17.22 per share; on June 23, 2025, ZW purchased 2,204 Ordinary Shares at an average price of $17.66 per share; on June 29, 2025, ZW purchased 1,000 Ordinary Shares at an average price of $18.72 per share; on June 30, 2025, ZW purchased 25,779 Ordinary Shares at an average price of $19.06 per share; on July 1, 2025, ZW purchased 34,014 Ordinary Shares at an average price of $19.18 per share; on July 3, 2025, ZW purchased 4,000 Ordinary Shares at an average price of $19.18 per share; on July 4, 2025, ZW purchased 5,000 Ordinary Shares at an average price of $19.16 per share; and on July 7, 2025, ZW purchased 73,000 Ordinary Shares at an average price of $19.62 per share. 
 
 On July 2, 2025, ZW sold 34,014 Ordinary Shares at an average price of $19.64 per share.
 
 All transactions were made on 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.

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 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).