13D Filing: Icahn Capital LP and Herbalife Ltd. (HLF)

SCHEDULE 13D

Item 1. Security and Issuer

This statement constitutes Amendment No. 14 to the Schedule 13D relating to the Common Shares, par value $0.001 per share (the “Shares”), issued by Herbalife Ltd. (the “Issuer”), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on February 14, 2013, as amended by Amendment Number 1 thereto, filed with the SEC on February 28, 2013, Amendment Number 2 thereto, filed with the SEC on March 1, 2013, Amendment Number 3 thereto, filed with the SEC on March 7, 2013, Amendment Number 4 thereto, filed with the SEC on May 7, 2013, Amendment Number 5 thereto, filed with the SEC on March 14, 2014, Amendment Number 6 thereto, filed with the SEC on March 24, 2014, Amendment Number 7 thereto, filed with the SEC on July 15, 2016, Amendment Number 8 thereto, filed with the SEC on August 26, 2016, Amendment Number 9 thereto, filed with the SEC on November 3, 2016, Amendment Number 10 thereto, filed with the SEC on November 8, 2016, Amendment Number 11 thereto, filed with the SEC on March 13, 2017, Amendment Number 12 thereto, filed with the SEC on August 21, 2017, and Amendment Number 13 thereto, filed with the SEC on October 11, 2017, to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended by the addition of the following:

On March 20, 2018, the Reporting Persons entered into a Lock-Up Agreement with the initial purchasers of the Convertible Senior Notes due 2024 to be offered by the Issuer, a copy of which is filed herewith as Exhibit 1 and incorporated herein by reference.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended by the addition of the following:

The disclosure set forth above in Item 4 is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

Exhibit 1

Lock-Up Agreement, dated as of March 20, 2018, among the Reporting Persons and the initial purchasers of the Convertible Senior Notes due 2024 to be offered by the Issuer.

13D Filing: Icahn Capital LP and Herbalife Ltd. (HLF)

Published on March 21, 2018 at 11:00 am by Insider Monkey Staff in Hedge Funds

Page 2 of 3 – SEC Filing

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