G. Willi-Food International Ltd. — Major Shareholding Notification 2024

Feb 14, 2024

SC 13G/A 1 fp0087087-1_sc13ga.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Schedule 13G

Under the Securities Exchange Act of 1934

(Amendment No. 6) 1

G. WILLI-FOOD INTERNATIONAL LTD.

(Name of Issuer)

Ordinary Shares, NIS 0.10 nominal value per share

(Title of Class of Securities)

M52523103

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ] Rule 13d-1(b)

[X] Rule 13d-1(c)

[ ] Rule 13d-1(d)

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1 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.

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 ).

(Continued on following page(s))

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CUSIP No. M52523103

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1. Names of Reporting Persons.

Brian Gaines

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1. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ___

(b) ___

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1. SEC Use Only

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1. Citizenship or Place of Organization

United States

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| Number
of | 5.
Sole Voting Power: | 168,550 |
| --- | --- | --- |
| Shares | | |
| Beneficially | 6.
Shared Voting Power: | 635,654 |
| Owned
by | | |
| Each
Reporting | 7.
Sole Dispositive Power: | 168,550 |
| Person
with: | | |
| | 8.
Shared Dispositive Power: | 635,654 |

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1. Aggregate Amount Beneficially Owned by Each Reporting Person

804,204

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1. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

---

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1. Percent of Class Represented by Amount in Row (9)

5.80%

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1. Type of Reporting Person (See Instructions)

IN

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CUSIP No. M52523103

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1. Names of Reporting Persons

Springhouse Capital (U.S.), L.P.

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1. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ___

(b) ___

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1. SEC Use Only

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1. Citizenship or Place of Organization

Delaware

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| Number
of | 5.
Sole Voting Power: | |
| --- | --- | --- |
| Shares | | |
| Beneficially | 6.
Shared Voting Power: | 635,654 |
| Owned
by | | |
| Each
Reporting | 7.
Sole Dispositive Power: | |
| Person
with: | | |
| | 8.
Shared Dispositive Power: | 635,654 |

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1. Aggregate Amount Beneficially Owned by Each Reporting Person

635,654

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1. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

---

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1. Percent of Class Represented by Amount in Row (9)

4.58%

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1. Type of Reporting Person (See Instructions)

PN

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CUSIP No. M52523103

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1. Names of Reporting Persons

Springhouse Asset Management, Ltd.

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1. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ___

(b) ___

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1. SEC Use Only

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1. Citizenship or Place of Organization

Cayman Islands

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| Number
of | 5.
Sole Voting Power: | |
| --- | --- | --- |
| Shares | | |
| Beneficially | 6.
Shared Voting Power: | 635,654 |
| Owned
by | | |
| Each
Reporting | 7.
Sole Dispositive Power: | |
| Person
with: | | |
| | 8.
Shared Dispositive Power: | 635,654 |

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1. Aggregate Amount Beneficially Owned by Each Reporting Person

635,654

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1. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

---

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1. Percent of Class Represented by Amount in Row (9)

4.58%

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1. Type of Reporting Person (See Instructions)

CO

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CUSIP No. M52523103

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1. Names of Reporting Persons

Springhouse Capital Management, L.P.

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1. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ___

(b) ___

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1. SEC Use Only

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1. Citizenship or Place of Organization

Delaware

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| Number
of | 5.
Sole Voting Power: | |
| --- | --- | --- |
| Shares | | |
| Beneficially | 6.
Shared Voting Power: | 635,654 |
| Owned
by | | |
| Each
Reporting | 7.
Sole Dispositive Power: | |
| Person
with: | | |
| | 8.
Shared Dispositive Power: | 635,654 |

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1. Aggregate Amount Beneficially Owned by Each Reporting Person

635,654

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1. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

---

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1. Percent of Class Represented by Amount in Row (9)

4.58%

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1. Type of Reporting Person (See Instructions)

IA

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CUSIP No. M52523103

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1. Names of Reporting Persons

Springhouse Capital Management G.P., LLC

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1. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ___

(b) ___

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1. SEC Use Only

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1. Citizenship or Place of Organization

Delaware

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| Number
of | 5.
Sole Voting Power: | |
| --- | --- | --- |
| Shares | | |
| Beneficially | 6.
Shared Voting Power: | 635,654 |
| Owned
by | | |
| Each
Reporting | 7.
Sole Dispositive Power: | |
| Person
with: | | |
| | 8.
Shared Dispositive Power: | 635,654 |

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1. Aggregate Amount Beneficially Owned by Each Reporting Person

638,054

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1. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

---

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1. Percent of Class Represented by Amount in Row (9)

4.58%

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1. Type of Reporting Person (See Instructions)

OO

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Item 1(a). Name of Issuer:

G. Willi-Food International Ltd.

Item 1(b). Address of Issuer's Principal Executive Offices:

4 Nahal Harif St., Yavne, Israel 81106

Item 2(a). Name(s) of Person(s) Filing:

| 1. | Springhouse
Capital (U.S.), L.P. (the “Fund”) |
| --- | --- |
| 2. | Springhouse
Asset Management, Ltd. (the “General Partner”) |
| 3. | Springhouse
Capital Management, L.P. (“Management”) |
| 4. | Springhouse
Capital Management G.P., LLC (“Springhouse”) |
| 5. | Brian
Gaines |

The Fund, the General Partner, Management, Springhouse and Mr. Gaines are collectively referred to as the “Reporting Persons.”

Item 2(b). Address of Principal Business Office or, if None, Residence:

18 Burr Farms Road, Westport, Connecticut 06880

Item 2(c). Citizenship:

The Fund is a Delaware limited partnership. The General Partner is a Cayman Islands exempted company. Management is a Delaware limited partnership. Springhouse is a Delaware limited liability company. Mr. Gaines is a citizen of the United States.

Item 2(d). Title of Class of Securities:

Ordinary shares, NIS 0.10 par value per share

Item 2(e). CUSIP Number:

M52523103

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| --- | --- |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | Investment
company registered under section 8 of the Investment Company Act, (15 U.S.C. 80a-8); |
| (e) | An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |

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| (g) | A
parent holding company or control person in accordance with §240.13d (b)(1)(ii)(G); |
| --- | --- |
| (h) | A
savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3); |
| (j) | Group,
in accordance with §240.13d-1(b)(1)(ii)(J). |

Not applicable

Item 4. Ownership:

| (a) | Amount
beneficially owned: The
Fund directly beneficially owns 635,654 shares. The
General Partner is the general partner of the Fund and, as a result, may be deemed to beneficially own shares owned by
the Fund. Management
is the investment manager of the Fund and, as a result, may be deemed to beneficially own shares owned by the Fund. Springhouse
is the general partner of Management and, as a result, may be deemed to beneficially own shares owned by the Fund. Mr.
Gaines owns 128,959 shares for his own account and may be deemed to beneficially own an additional 39,591 shares held
by immediate family members in accounts Mr. Gaines controls. Mr.
Gaines serves as managing member of Springhouse and as a director of the General Partner and, as a result, may be deemed
to beneficially own shares owned by the Fund. |
| --- | --- |
| (b) | Percent
of class: The
Fund, the General Partner, Management and Springhouse may be deemed to beneficially own 4.58% of the Issuer’s outstanding
ordinary shares, based on 13,867,017 shares outstanding as of September 30, 2023, according to the Issuer’s report
on Form 6-K filed on December 21, 2023. Mr.
Gaines may be deemed to beneficially own 5.80% of the Issuer’s outstanding ordinary shares, based on 13,867,017
shares outstanding as of September 30, 2023, according to the Issuer’s report on Form 6-K filed on December 21,
2023. |
| (c) | Number
of shares as to which the person has: (i) Sole
power to vote or to direct the vote: Mr. Gaines may be deemed to have the sole power to vote or direct the vote of 168,550 shares. |

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(ii) Shared power to vote or to direct the vote: Each of the Reporting Persons may be deemed to have the shared power to vote or direct the vote of 804,204 shares. (iii) Sole power to dispose or direct the disposition: Mr. Gaines may be deemed to have the sole power to dispose or direct the disposition of 168,550 shares. (iv) Shared power to dispose or direct the disposition: Each of the Reporting Persons may be deemed to have the shared power to dispose or direct the disposition of 804,204 shares.

Item 5. Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. __

Item 6. Ownership of More than Five Percent on Behalf of Another Person:

Not applicable

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:

Not applicable

Item 8. Identification and Classification of Members of the Group:

Not applicable

Item 9. Notice of Dissolution of Group:

Not applicable

Item 10. Certification.

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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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.

| 2/14/2024 (Date) |
| --- |
| /s/
Brian Gaines |
| (Signature) Brian
Gaines, individually, and as managing member of Springhouse Capital Management G.P., LLC, the general partner of Springhouse Capital
Management, L.P., and as a director of Springhouse Asset Management, Ltd., the general partner of Springhouse Capital (U.S.),
L.P. |

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