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

SCHEDULE 13D

Item 1.  Security and Issuer

This statement constitutes Amendment No. 13 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, and Amendment Number 12 thereto, filed with the SEC on August 21, 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.

(a) The Reporting Persons may be deemed to beneficially own, in the aggregate,  22,872,324 Shares, representing approximately 26.22% of the Issuer’s outstanding Shares (based upon an estimated 87,237,004 Shares outstanding, which is derived by subtracting (i) the 6,732,300 Shares the Issuer announced on October 11, 2017 were accepted for purchase in the Tender Offer (which such Shares the Issuer expects to cancel on October 16, 2017) from (ii) the 93,969,304 Shares stated to be outstanding as of September 14, 2017 by the Issuer in the Issuer’s Amended and Restated Offer to Purchase dated September 18, 2017).