G Willi Food International : SCHEDULE 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 48)

1. Willi-FoodInternational Ltd. (Name of Issuer)

Ordinary Shares, nominal value NIS 0.10 per share

(Title of Class of Securities)

M52523103

(CUSIP Number)

4 Nahal Harif St.,

Yavne 81224, Israel

Attention: Yitschak Barabi, Chief Financial Officer

Telephone: [phone]

with a copy to:

Goldfarb Gross Seligman & Co.

One Azrieli Center

Tel Aviv 67021, Israel

Attn: Perry Wildes, Adv. 972-3-607-4444

Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications

Not Applicable - Voluntary Filing (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box: 

Note: Schedules filed in paper format should include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

• The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

CUSIP No.: M52523103

SCHEDULE 13D

Page 2 of 9 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)	

1. SEC USE ONLY
2. SOURCE OF FUNDS PF
3. 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

1. SOLE VOTING POWER -0-
2. SHARED VOTING POWER 10,337,804 Ordinary Shares (1)
3. SOLE DISPOSITIVE POWER -0-
4. SHARED DISPOSITIVE POWER 10,337,804 Ordinary Shares (1)

1. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 10,337,804 Ordinary Shares (1)
2. CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES



1. 1. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      74.55% (2)
   2. TYPE OF REPORTING PERSON IN
2. 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) 130,751 Ordinary Shares held directly by Joseph Williger ("JW"), and (iv) 1,230,436 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.
3. Based on 13,867,017 Ordinary Shares outstanding as of November 12, 2024 (as provided by the Issuer).

2

CUSIP No.: M52523103

SCHEDULE 13D

Page 3 of 9 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)	

1. SEC USE ONLY
2. SOURCE OF FUNDS PF
3. 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	7	SOLE VOTING POWER
SHARES		-0-
BENEFICIALLY	8	SHARED VOTING POWER
OWNED BY		10,337,804 Ordinary Shares (1)
EACH	9	SOLE DISPOSITIVE POWER
REPORTING		-0-
PERSON WITH
10	SHARED DISPOSITIVE POWER
		10,337,804 Ordinary Shares (1)

1. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 10,337,804 Ordinary Shares (1)
2. CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES



1. 1. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      74.55% (2)
   2. TYPE OF REPORTING PERSON IN
2. 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) 130,751 Ordinary Shares held directly by Joseph Williger ("JW"), and (iv) 1,230,436 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.
3. Based on 13,867,017 Ordinary Shares outstanding as of November 12, 2024 (as provided by the Issuer).

3

CUSIP No.: M52523103

SCHEDULE 13D

Page 4 of 9 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)	

1. SEC USE ONLY
2. SOURCE OF FUNDS WC
3. 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

1. SOLE VOTING POWER -0-
2. SHARED VOTING POWER 8,971,617 Ordinary Shares (1)
3. SOLE DISPOSITIVE POWER -0-
4. SHARED DISPOSITIVE POWER 8,971,617 Ordinary Shares (1)

1. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 8,971,617 Ordinary Shares (1)
2. CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES



1. 1. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      64.70% (2)
   2. TYPE OF REPORTING PERSON CO
2. 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.
3. Based on 13,867,017 Ordinary Shares outstanding as of November 12, 2024 (as provided by the Issuer).

4

CUSIP No.: M52523103

SCHEDULE 13D

Page 5 of 9 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)	

1. SEC USE ONLY
2. SOURCE OF FUNDS WC
3. 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

1. SOLE VOTING POWER -0-
2. SHARED VOTING POWER 8,200,542 Ordinary Shares
3. SOLE DISPOSITIVE POWER -0-
4. SHARED DISPOSITIVE POWER 8,200,542 Ordinary Shares

1. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 8,200,542 Ordinary Shares
2. CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES



1. 1. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      59.14% (1)
   2. TYPE OF REPORTING PERSON CO
2. Based on 13,867,017 Ordinary Shares outstanding as of November 12, 2024 (as provided by the Issuer). The beneficial ownership of the Ordinary Shares is further described in Item 5.

5

This Amendment No. 48 (the "Amendment") amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission October 7, 2002.

Item 1. Security and Issuer.

The Amendment relates to the ordinary shares, NIS 0.10 nominal value per share (the "Ordinary Shares"), of G. Willi-Food International Ltd. (the "Issuer"), an Israeli company with principal executive offices at 4 Nahal Harif St., Yavne 8110602, Israel.

Item 2. Identity and Background.

Item 2 of Schedule 13D, "Identity and Background" is amended and restated to read as follows:

This Amendment to Schedule 13D is being filed jointly by Willi-Food Investments Ltd. ("WIL"), B.S.D Crown LTD. ("B.S.D"), Joseph Williger ("JW"), 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.

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 7 Menachem Begin Road, Gibor Sport Tower, 8th Floor, Ramat Gan 5268102, 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.

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

Item 3 of Schedule 13D, "Source and Amount of Funds or other Consideration" is amended by adding the following paragraph:

From September 30 2024 until October 27 ,2024 ZW purchased 29,354 Ordinary Shares of the Issuer for aggregate consideration of $349,385. ZW used his personal funds to acquire these Ordinary Shares.

On October 7, 2024, JW bought from ZW 60,000 Ordinary Shares of the Issuer for aggregate consideration of $656,000. JW used his personal funds to acquire the Ordinary Shares.

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 59.14% 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 64.70% 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 1,230,436 Ordinary Shares. JW and ZW together own 100% of B.S.D shares and each be deemed to beneficially own 10,337,804 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 1,230,436 Ordinary Shares held directly by ZW), or approximately 74.55% 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.

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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.

The beneficial ownership percentages above for the Issuer are based on 13,867,017 Ordinary Shares outstanding as of November 11, 2024, as provided by the Issuer.

1. Except as set forth in the table below, 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.

Price in USD	Purchase/Sale	Number of Shares	Party	Date
7,149	purchase	646	ZW	September 30, 2024
22,667	purchase	2,000	ZW	October 1, 2024
38,684	purchase	3,463	ZW	October 1, 2024
11,341	purchase	989	ZW	October 6, 2024
26,228	purchase	2,261	ZW	October 7, 2024
25,035	purchase	2,138	ZW	October 9, 2024
5,515	purchase	468	ZW	October 13, 2024
22,109	purchase	1,840	ZW	October 14, 2024
112,682	purchase	9,186	ZW	October 15, 2024
16,094	purchase	1,312	ZW	October 20, 2024
36,784	purchase	3,000	ZW	October 22, 2024
25,099	purchase	2,051	ZW	October 27, 2024
349,385		29,354		Total

In addition, see Item 3 above regarding purchase by JW from ZW of 60,000 Ordinary Shares of the Issuer on October 7, 2024, for aggregate consideration of $656,000.

1. 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.
2. Not applicable.

Item 7. Material to be Filed as Exhibits.

Item 7 of Schedule 13D, "Material to be Filed as Exhibit" 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).

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SIGNATURES

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this Statement is true, correct and complete.

Dated: November 12, 2024

/s/ Joseph WilligerJoseph Williger

/s/ Zwi WilligerZwi 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

9

Schedule 1

Unless otherwise provided in Item 2, set forth below are the names of the directors and executive officers B.S.D. Crown LTD., and Willi-Food Investments Ltd., and their 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. In addition, any service of such persons as officers or directors of the Issuer is also indicated. The citizenship of all those listed below is Israel unless otherwise noted.

Name	Joseph Williger
Position in B.S.D,	Shareholder of B.S.D
WIL, or Issuer	with his brother ZW,
	director in WIL, and
	the CEO of the Issuer
Residence or business	7 Menachem Begin
address	Road, Gibor Sport
	Tower 8th Floor, Ramat
	Gan 5268102, Israel
Present principal	Director
occupation or
employment
Name of corporation	Yossi Willi
or organization where	Management and
employed	Investments Ltd and the
	Issuer
Address of	7 Menachem Begin
corporation or	Road, Gibor Sport
organization where	Tower 8th Floor, Ramat
employed	Gan 5268102, Israel
Description of	Management and
principal business of	Investments
corporation or
organization where
employed

10