Just when you thought the war between Bill Ackman of Pershing Square and Carl Icahn of Icahn Capital had been settled and the soldiers sent home to tend to their crops, a shot across the demilitarized zone by Ackman has reignited tensions. We reported earlier today on a Wall Street Journal story which claimed that Icahn was reportedly looking to sell some of his Herbalife Ltd. (NYSE:HLF) stake, using investment bank Jefferies Group to seek buyers over the past month, which supposedly included a group that Ackman was involved with.
In an interview on CNBC later today, Ackman verified that he was contacted by Jefferies Group around August 4 or 5 about buying some of Icahn’s 18.32% stake in Herbalife, which he initially rebuffed. However, Ackman said that he later considered buying a few million shares as part of a consortium of buyers, though he claims he would’ve sold the shares the next day. According to Ackman, he would’ve bought the shares for the purpose of hastening Icahn’s departure from the stock, which he believes is providing it with a level of security.
“This is a confidence game. Carl is what creates the confidence in the company. If Carl sells, it can accelerate the demise of the company,” Ackman said. “With Carl exiting, I think the thing is over, and over quickly. The sooner he sells the better.” Ackman later stated that he believes that Icahn thinks that Herbalife Ltd. (NYSE:HLF) “is toast” and wants to get out before the shares go down.
Shares of Herbalife did indeed go down, falling by more than 2% during Ackman’s CNBC interview to more than 5% in the red at one point. However, it appears that Ackman’s dream of an Icahn exit and a tumbling Herbalife stock was nothing but that: a dream. In the filing below, released this afternoon, Icahn blasted Ackman’s comments, saying that he has an obsession with Herbalife that is blinding him to the facts and criticizing his nerve to go on television and purport to know what Icahn’s thoughts and intentions are. Icahn further stated that he has never given Jefferies Group an order to seek buyers for any of his Herbalife shares.
Just to rub salt into Ackman’s fresh wound, Icahn also bought slightly more than 2.3 million Herbalife shares today at $59.31 per share, increasing the average price of his position and bestowing a huge vote of confidence on Herbalife. “I continue to believe in Herbalife: it’s a great model that creates a great number of jobs for people,” Icahn said in his statement. Shares have jumped by 3.80% in the after-hours session, erasing the day’s losses. Icahn now owns 19.30 million Herbalife shares, lifting his ownership stake in the company to 20.78%.
It seems rather unlikely that Ackman fabricated the story about being contacted by Jefferies Group, as there would be no long-term benefit to doing so, but we’ll have to wait and see what Ackman has to say in his defense. What we do know as the dust settles from the latest clash between the two investing titans is that this battle was a clear win for Mr. Icahn.
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Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| High River Limited Partnership | 3,860,937 | 0 | 3,860,937 | 0 | 3,860,937 | 4.16% |
| Hopper Investments | 0 | 3,860,937 | 0 | 3,860,937 | 3,860,937 | 4.16% |
| Barberry Corp | 0 | 3,860,937 | 0 | 3,860,937 | 3,860,937 | 4.16% |
| Icahn Partners Master Fund | 6,274,424 | 0 | 6,274,424 | 0 | 6,274,424 | 6.75% |
| Icahn Offshore | 0 | 6,274,424 | 0 | 6,274,424 | 6,274,424 | 6.75% |
| Icahn Partners | 9,169,322 | 0 | 9,169,322 | 0 | 9,169,322 | 9.87% |
| Icahn Onshore | 0 | 9,169,322 | 0 | 9,169,322 | 9,169,322 | 9.87% |
| Icahn Capital | 0 | 15,443,746 | 0 | 15,443,746 | 15,443,746 | 16.62% |
| IPH GP | 0 | 15,443,746 | 0 | 15,443,746 | 15,443,746 | 16.62% |
| Icahn Enterprises Holdings | 0 | 15,443,746 | 0 | 15,443,746 | 15,443,746 | 16.62% |
| Icahn Enterprises G.P. Inc | 0 | 15,443,746 | 0 | 15,443,746 | 15,443,746 | 16.62% |
| Beckton Corp | 0 | 15,443,746 | 0 | 15,443,746 | 15,443,746 | 16.62% |
| Carl C. Icahn | 0 | 19,304,683 | 0 | 19,304,683 | 19,304,683 | 20.78% |
| Date of Transaction Amount of Securities Price Per Share High River Limited Partnership |
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Page 1 of 16 – SEC Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
Herbalife Ltd.
(Name of Issuer)
Common Shares, par value $0.001 per Share
(Title of Class of Securities)
G4412G101
(CUSIP Number)
Andrew Langham, Esq.
Icahn Capital LP
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4300
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 26, 2016
(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 that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /.
NOTE: Schedules filed in paper format shall 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.
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 2 of 16 – SEC Filing
SCHEDULE 13D
CUSIP No. G4412G101
1. NAME OF REPORTING PERSON
High River Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ / |
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
3,860,937
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
3,860,937
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,860,937
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.16%
14 TYPE OF REPORTING PERSON
PN
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Page 3 of 16 – SEC Filing
SCHEDULE 13D
CUSIP No. G4412G101
1. NAME OF REPORTING PERSON
Hopper Investments LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ / |
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
3,860,937
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,860,937
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,860,937
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.16%
14 TYPE OF REPORTING PERSON
OO
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Page 4 of 16 – SEC Filing
SCHEDULE 13D
CUSIP No. G4412G101
1. NAME OF REPORTING PERSON
Barberry Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ / |
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
3,860,937
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,860,937
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,860,937
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.16%
14 TYPE OF REPORTING PERSON
CO
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Page 5 of 16 – SEC Filing
SCHEDULE 13D
CUSIP No. G4412G101
1. NAME OF REPORTING PERSON
Icahn Partners Master Fund LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ / |
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
6,274,424
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
6,274,424
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,274,424
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.75%
14 TYPE OF REPORTING PERSON
PN
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Page 6 of 16 – SEC Filing
SCHEDULE 13D
CUSIP No. G4412G101
1. NAME OF REPORTING PERSON
Icahn Offshore LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ / |
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
6,274,424
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
6,274,424
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,274,424
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.75%
14 TYPE OF REPORTING PERSON
PN
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Page 7 of 16 – SEC Filing
SCHEDULE 13D
CUSIP No. G4412G101
1. NAME OF REPORTING PERSON
Icahn Partners LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ / |
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
9,169,322
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
9,169,322
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,169,322
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.87%
14 TYPE OF REPORTING PERSON
PN
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Page 8 of 16 – SEC Filing
SCHEDULE 13D
CUSIP No. G4412G101
1. NAME OF REPORTING PERSON
Icahn Onshore LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ / |
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
9,169,322
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
9,169,322
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,169,322
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.87%
14 TYPE OF REPORTING PERSON
PN
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Page 9 of 16 – SEC Filing
SCHEDULE 13D
CUSIP No. G4412G101
1. NAME OF REPORTING PERSON
Icahn Capital LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ / |
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
15,443,746
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
15,443,746
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,443,746
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.62%
14 TYPE OF REPORTING PERSON
PN
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Page 10 of 16 – SEC Filing
SCHEDULE 13D
CUSIP No. G4412G101
1. NAME OF REPORTING PERSON
IPH GP LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ / |
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
15,443,746
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
15,443,746
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,443,746
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.62%
14 TYPE OF REPORTING PERSON
OO
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Page 11 of 16 – SEC Filing
SCHEDULE 13D
CUSIP No. G4412G101
1. NAME OF REPORTING PERSON
Icahn Enterprises Holdings L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ / |
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
15,443,746
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
15,443,746
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,443,746
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.62%
14 TYPE OF REPORTING PERSON
PN
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Page 12 of 16 – SEC Filing
SCHEDULE 13D
CUSIP No. G4412G101
1. NAME OF REPORTING PERSON
Icahn Enterprises G.P. Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ / |
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
15,443,746
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
15,443,746
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,443,746
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.62%
14 TYPE OF REPORTING PERSON
CO
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Page 13 of 16 – SEC Filing
SCHEDULE 13D
CUSIP No. G4412G101
1. NAME OF REPORTING PERSON
Beckton Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ / |
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
15,443,746
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
15,443,746
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,443,746
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.62%
14 TYPE OF REPORTING PERSON
CO
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Page 14 of 16 – SEC Filing
SCHEDULE 13D
CUSIP No. G4412G101
1 NAME OF REPORTING PERSON
Carl C. Icahn
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)/ / |
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
19,304,683
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
19,304,683
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,304,683
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ / |
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.78%
14 TYPE OF REPORTING PERSON
IN
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Page 15 of 16 – SEC Filing
SCHEDULE 13D
Item 1. Security and Issuer
This statement constitutes Amendment No. 8 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, and Amendment Number 7 thereto, filed with the SEC on July 15, 2016, 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 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended by replacing it in its entirety with the following:
The Reporting Persons may be deemed to be the beneficial owner of, in the aggregate, 19,304,683 Shares. The aggregate purchase price of the Shares purchased by the Reporting Persons collectively was approximately $766.0 million (including commissions and premiums). The source of funding for these Shares was the general working capital of the respective purchasers. The Shares are held by the Reporting Persons in margin accounts together with other securities. Such margin accounts may from time to time have debit balances. Part of the purchase price of the Shares was obtained through margin borrowing.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended by the addition of the following:
On August 26, 2016, Carl C. Icahn issued a statement regarding the Issuer (the “Statement”). A copy of the Statement is attached hereto as Exhibit 1 and is incorporated by reference herein.
The Reporting Persons may, from time to time and at any time, acquire additional Shares and/or other equity, debt or other securities, notes or instruments (collectively, “Securities”) of the Issuer in the open market or otherwise and reserve the right to dispose of any or all of their Securities in the open market or otherwise, at any time and from time to time, and to engage in any hedging or similar transactions with respect to the Securities.
Item 5. Interest in Securities of the Issuer
Items 5 (a) and (b) of the Schedule 13D are hereby amended by replacing them in their entirety with the following:
(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 19,304,683 Shares, representing approximately 20.78% of the Issuer’s outstanding Shares (based upon the 92,906,300 Shares stated to be outstanding as of July 28, 2016 by the Issuer in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016).
(b) For purposes of this Schedule 13D:
High River has sole voting power and sole dispositive power with regard to 3,860,937 Shares. Each of Hopper, Barberry and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master has sole voting power and sole dispositive power with regard to 6,274,424 Shares. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Partners has sole voting power and sole dispositive power with regard to 9,169,322 Shares. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares.
Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, the “Act”) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes.
Item 5(c) of the Schedule 13D is herby amended by the addition of the following:
(c) The following table sets forth all transactions with respect to Shares effected by the Reporting Persons since their last filing on Schedule 13D. Except as otherwise noted below, all such transactions were purchases of Shares effected in the open market, and the table includes commissions paid in per share prices.
| Name of Reporting Person | Date of Transaction | Amount of Securities | Price Per Share |
| High River Limited Partnership | 08/26/2016 | 460,938.00 | $ 59.31 |
| Icahn Partners LP | 08/26/2016 | 999,539.00 | $ 59.31 |
| Icahn Partners Master Fund LP | 08/26/2016 | 844,206.00 | $ 59.31 |
Item 7. Material to be Filed as Exhibits
| Exhibit 1 | Statement of Carl C. Icahn regarding the Issuer |
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Page 16 of 16 – SEC Filing
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: August 26, 2016
ICAHN PARTNERS MASTER FUND LP
ICAHN OFFSHORE LP
ICAHN PARTNERS LP
ICAHN ONSHORE LP
BECKTON CORP.
HOPPER INVESTMENTS LLC
BARBERRY CORP.
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner
By: Barberry Corp.
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN CAPITAL LP
By: IPH GP LLC, its general partner
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
IPH GP LLC
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES G.P. INC.
By: /s/ SungHwan Cho
Name: SungHwan Cho
Title: Chief Financial Officer
/s/ Carl C. Icahn_____________
CARL C. ICAHN
[Signature Page of Schedule 13D, Amendment No. 8 – Herbalife Ltd.]
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