Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
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
).
- Page 1 of 10 Pages -
CUSIP No. M52523103
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons.
Brian Gaines
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
|
3.
|
|
SEC Use Only
|
4.
|
|
Citizenship or Place of
Organization
United States
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
with:
|
|
5.
|
|
Sole Voting Power:
168,550
|
|
6.
|
|
Shared Voting Power:
714,610
|
|
7.
|
|
Sole Dispositive Power:
168,550
|
|
8.
|
|
Shared Dispositive Power:
714,610
|
9.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
883,160
|
10.
|
|
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
☐
|
11.
|
|
Percent of Class Represented by
Amount in Row (9)
6.67%
|
12.
|
|
Type of Reporting Person (See
Instructions)
IN
|
- Page 2 of 10 Pages -
CUSIP No. M52523103
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons
Springhouse Capital (Master), L.P.
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
|
3.
|
|
SEC Use Only
|
4.
|
|
Citizenship or Place of
Organization
Cayman Islands
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
with:
|
|
5.
|
|
Sole Voting Power:
|
|
6.
|
|
Shared Voting Power:
714,610
|
|
7.
|
|
Sole Dispositive Power:
|
|
8.
|
|
Shared Dispositive Power:
714,610
|
9.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
714,610
|
10.
|
|
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
☐
|
11.
|
|
Percent of Class Represented by
Amount in Row (9)
5.40%
|
12.
|
|
Type of Reporting Person (See
Instructions)
PN
|
- Page 3 of 10 Pages -
CUSIP No. M52523103
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons
Springhouse Asset Management, Ltd.
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
|
3.
|
|
SEC Use Only
|
4.
|
|
Citizenship or Place of
Organization
Cayman Islands
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
with:
|
|
5.
|
|
Sole Voting Power:
|
|
6.
|
|
Shared Voting Power:
714,610
|
|
7.
|
|
Sole Dispositive Power:
|
|
8.
|
|
Shared Dispositive Power:
714,610
|
9.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
714,610
|
10.
|
|
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
☐
|
11.
|
|
Percent of Class Represented by
Amount in Row (9)
5.40%
|
12.
|
|
Type of Reporting Person (See
Instructions)
CO
|
- Page 4 of 10 Pages
-
CUSIP No. M52523103
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons
Springhouse Capital Management, L.P.
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
|
3.
|
|
SEC Use Only
|
4.
|
|
Citizenship or Place of
Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
with:
|
|
5.
|
|
Sole Voting Power:
|
|
6.
|
|
Shared Voting Power:
714,610
|
|
7.
|
|
Sole Dispositive Power:
|
|
8.
|
|
Shared Dispositive Power:
714,610
|
9.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
714,610
|
10.
|
|
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
☐
|
11.
|
|
Percent of Class Represented by
Amount in Row (9)
5.40%
|
12.
|
|
Type of Reporting Person (See
Instructions)
PN
|
- Page 5 of 10 Pages -
CUSIP No. M52523103
|
|
|
|
|
|
|
1.
|
|
Names of
Reporting Persons
Springhouse Capital Management G.P., LLC
|
2.
|
|
Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
|
3.
|
|
SEC Use Only
|
4.
|
|
Citizenship or Place of
Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
with:
|
|
5.
|
|
Sole Voting Power:
|
|
6.
|
|
Shared Voting Power:
714,610
|
|
7.
|
|
Sole Dispositive Power:
|
|
8.
|
|
Shared Dispositive Power:
714,610
|
9.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
714,610
|
10.
|
|
Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
☐
|
11.
|
|
Percent of Class Represented by
Amount in Row (9)
5.40%
|
12.
|
|
Type of Reporting Person (See
Instructions)
OO
|
- Page 6 of 10 Pages -
Item 1(a). Name of Issuer:
G. Willi-Food International Ltd.
Item 1(b). Address of Issuers Principal Executive Offices:
4 Nahal Harif St., Yavne 81224, Israel
Item 2(a). Name(s) of Person(s) Filing:
|
1.
|
Springhouse Capital (Master), 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)
|
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 Cayman Islands exempted 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 nominal 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);
|
|
(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
- Page 7 of 10 Pages -
Item 4. Ownership:
|
(a)
|
Amount beneficially owned:
|
The Fund directly beneficially owns 714,610 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 39,951 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.
The Fund, the General Partner, Management and Springhouse may be
deemed to beneficially own 5.40%, based on 13,240,913 shares outstanding as of September 30, 2016, according to the Issuers report on Form
6-K
filed on November 22, 2016.
Mr. Gaines may be deemed to beneficially own 6.67%, based on 13,240,913 shares outstanding as of September 30, 2016, according to the
Issuers report on Form
6-K
filed on November 22, 2016.
- Page 8 of 10 Pages -
|
(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.
|
|
(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 714,610 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 714,610 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.
- Page 9 of 10 Pages -
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.
|
January 17, 2017
(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 (Master), L.P.
|
- Page 10 of 10 Pages -