Statement of Ownership (sc 13g)
January 29 2018 - 3:04PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Herbalife Ltd.
(Name of Issuer)
Common shares, $0.001 par value
(Title of Class of Securities)
G4412G101
(CUSIP Number)
January 18, 2018
(Date of Event Which Requires Filing of
this Statement)
Check the following box to designate the rule pursuant to which
the Schedule is filed:
*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 the disclosures provided in a prior cover page.
The information required in 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).
CUSIP No.
G4412G101
1.
|
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
D. E. Shaw & Co., L.P.
13-3695715
|
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
-0-
|
6.
|
Shared Voting Power
4,748,284
|
7.
|
Sole Dispositive Power
-0-
|
8.
|
Shared Dispositive Power
4,748,284
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,748,284
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
¨
|
11.
|
Percent of Class Represented by Amount in Row (9)
5.4%
|
12.
|
Type of Reporting Person (See Instructions)
IA, PN
|
CUSIP No.
G4412G101
1.
|
Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
David E. Shaw
|
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
-0-
|
6.
|
Shared Voting Power
4,748,284
|
7.
|
Sole Dispositive Power
-0-
|
8.
|
Shared Dispositive Power
4,748,284
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,748,284
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
¨
|
11.
|
Percent of Class Represented by Amount in Row (9)
5.4%
|
12.
|
Type of Reporting Person (See Instructions)
IN
|
Item 1.
Herbalife Ltd.
|
(b)
|
Address of Issuer's Principal Executive Offices
|
P.O. Box 309GT
Ugland House, South Church Street
Grand Cayman, Cayman Islands
Item
2.
|
(a)
|
Name of Person Filing
|
D. E. Shaw & Co., L.P.
David E. Shaw
|
(b)
|
Address of Principal Business Office or, if none,
Residence
|
The business address for each reporting
person is:
1166 Avenue of the Americas, 9
th
Floor
New York, NY 10036
D. E. Shaw & Co., L.P. is a limited
partnership organized under the laws of the state of Delaware.
David E. Shaw is a citizen of the United States of
America.
|
(d)
|
Title of Class of Securities
|
Common shares, $0.001 par value
G4412G101
|
Item 3.
|
If this statement is filed pursuant to Rule 13d-1(b)
or 13d-2(b) or (c), check whether the person filing is a:
|
Not Applicable
As of January 18, 2018:
|
(a)
|
Amount beneficially owned:
|
|
D. E. Shaw & Co., L.P.:
|
4,748,284 shares
|
|
|
This is composed of (i) 2,273,778 shares in the name of D. E. Shaw Valence Portfolios, L.L.C., (ii) 1,360,000 shares that D. E. Shaw Valence Portfolios, L.L.C. has the right to acquire
through the exercise of call options, and (iii) 1,114,506 shares in the name of D. E. Shaw Oculus Portfolios, L.L.C.
|
|
|
|
|
David E. Shaw:
|
4,748,284 shares
|
|
|
This is composed of (i) 2,273,778 shares in the name of D. E. Shaw Valence Portfolios, L.L.C., (ii) 1,360,000 shares that D. E. Shaw Valence Portfolios, L.L.C. has the right to acquire
through the exercise of call options, and (iii) 1,114,506 shares in the name of D. E. Shaw Oculus Portfolios, L.L.C.
|
|
D. E. Shaw & Co., L.P.:
|
5.4%
|
|
David E. Shaw:
|
5.4%
|
|
(c)
|
Number of shares to which the person has:
|
|
(i)
|
Sole power to vote or to direct the vote:
|
|
D. E. Shaw & Co., L.P.:
|
-0- shares
|
|
David E. Shaw:
|
-0- shares
|
|
(ii)
|
Shared power to vote or to direct the vote:
|
|
D. E. Shaw & Co., L.P.:
|
4,748,284 shares
|
|
David E. Shaw:
|
4,748,284 shares
|
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
|
D. E. Shaw & Co., L.P.:
|
-0- shares
|
|
David E. Shaw:
|
-0- shares
|
|
(iv)
|
Shared power to dispose or to direct the disposition
of:
|
|
D. E. Shaw & Co., L.P.:
|
4,748,284 shares
|
|
David E. Shaw:
|
4,748,284 shares
|
David E. Shaw does not own any shares directly. By virtue of
David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of
D. E. Shaw & Co., L.P., which in turn is the manager and investment adviser of D. E. Shaw Valence Portfolios, L.L.C. and the
investment adviser of D. E. Shaw Oculus Portfolios, L.L.C., and by virtue of David E. Shaw’s position as President and sole
shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of D. E. Shaw & Co., L.L.C., which in
turn is the manager of D. E. Shaw Oculus Portfolios, L.L.C., David E. Shaw may be deemed to have the shared power to vote or direct
the vote of 4,748,284 shares, and the shared power to dispose or direct the disposition of 4,748,284 shares, the 4,748,284 shares
as described above constituting 5.4% of the outstanding shares and, therefore, David E. Shaw may be deemed to be the beneficial
owner of such shares. David E. Shaw disclaims beneficial ownership of such 4,748,284 shares.
|
Item 5.
|
Ownership of Five Percent or Less of a Class
|
Not Applicable
|
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 or Control Person.
|
Not Applicable
|
Item 8.
|
Identification and Classification of Members of the
Group
|
Not Applicable
|
Item 9.
|
Notice of Dissolution of Group
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Not Applicable
By signing below, each of D. E. Shaw & Co., L.P.
and David E. Shaw certify that, to the best of such reporting person’s 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 such purposes
or effect.
SIGNATURE
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. A Power of
Attorney, dated March 1, 2017, granted by David E. Shaw in favor of Nathan Thomas, is attached hereto.
Dated: January 29, 2018
|
D. E. Shaw & Co., L.P.
By:
/s/ Nathan Thomas
Nathan Thomas
Chief Compliance Officer
|
|
David E. Shaw
By:
/s/ Nathan Thomas
Nathan Thomas
Attorney-in-Fact for David E. Shaw
|
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