Filing Details

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Herbalife Ltd

(Name of Issuer)

Common Shares, $0.001 par value

(Title of Class of Securities)

G4412G101

(CUSIP Number)

December 31, 2016

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

[_]  Rule 13d-1(b)

[X]  Rule 13d-1(c)

[_]  Rule 13d-1(d)

__________

*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.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Indus Capital Partners, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a)  [_]
		(b)  [X]
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
	4,577,645
7.	SOLE DISPOSITIVE POWER
	0
8.	SHARED DISPOSITIVE POWER
	4,577,645
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,577,645
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
		[_]
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	4.9
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA, OO

CUSIP No.

G4412G101

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Indus Partners, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a)  [_]
		(b)  [X]
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
	3,590,542
7.	SOLE DISPOSITIVE POWER
	0
8.	SHARED DISPOSITIVE POWER
	3,590,542
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,590,542
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
		[_]
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	3.9
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

CUSIP No.

G4412G101

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Indus Markor Master Fund, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a)  [_]
		(b)  [X]
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
	0
6.	SHARED VOTING POWER
	3,590,542
7.	SOLE DISPOSITIVE POWER
	0
8.	SHARED DISPOSITIVE POWER
	3,590,542
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,590,542
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
		[_]
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	3.9
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

CUSIP No.

G4412G101

 

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Sheldon Kasowitz
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a)  [_]
		(b)  [X]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.	SOLE VOTING POWER
	0
6.	SHARED VOTING POWER
	4,577,645
7.	SOLE DISPOSITIVE POWER
	0
8.	SHARED DISPOSITIVE POWER
	4,577,645
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,577,645
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
		[_]
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	4.9
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IN, HC

CUSIP No.

G4412G101

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Byron Gill
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
		(a)  [_]
		(b)  [X]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.	SOLE VOTING POWER
	0
6.	SHARED VOTING POWER
	4,577,645
7.	SOLE DISPOSITIVE POWER
	0
8.	SHARED DISPOSITIVE POWER
	4,577,645
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,577,645
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
		[_]
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	4.9
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IN, HC

 

 

Item 1.	(a).	Name of Issuer:
		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:
		Indus Capital Partners, LLC Indus Partners, LLC Indus Markor Master Fund, L.P. Sheldon Kasowitz Byron Gill

	(b).	Address or principal business office or, if none, residence:
		Indus Capital Partners, LLC, Indus Partners, LLC, Sheldon Kasowitz, Byron Gill 888 7th Avenue 26th Floor New York, NY 10019 United States of America   Indus Markor Master Fund, L.P. c/o Mourant Ozannes Corporate Services (Cayman) Limited 94 Solaris Avenue Camana Bay, P.O. Box 1348 Grand Cayman, KY1-1108 Cayman Islands

	(c).	Citizenship:
		Indus Capital Partners, LLC - Delaware Indus Partners, LLC  - Delaware Indus Markor Master Fund, L.P. – Cayman Islands Sheldon Kasowitz – United States of America Byron Gill – United States of America

	(d).	Title of class of securities:
		Common Shares, $0.001 par value

	(e).	CUSIP No.:
		G4412G101

 

 

 

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 of 1940 (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-1(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)

[_]

A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

	(a)	Amount beneficially owned:
		Indus Capital Partners, LLC – 4,577,645 Indus Partners, LLC – 3,590,542 Indus Markor Master Fund, L.P. – 3,590,542 Sheldon Kasowitz – 4,577,645 Byron Gill – 4,577,645

	(b)	Percent of class:
		Indus Capital Partners, LLC – 4.9% Indus Partners, LLC – 3.9% Indus Markor Master Fund, L.P. – 3.9% Sheldon Kasowitz – 4.9% Byron Gill – 4.9%

(c)

Number of shares as to which the person has:

		(i)	Sole power to vote or to direct the vote		,
			Indus Capital Partners, LLC - 0 Indus Partners, LLC  - 0 Indus Markor Master Fund, L.P. – 0 Sheldon Kasowitz – 0 Byron Gill - 0
		(ii)	Shared power to vote or to direct the vote		,
			Indus Capital Partners, LLC – 4,577,645 Indus Partners, LLC  - 3,590,542 Indus Markor Master Fund, L.P. – 3,590,542 Sheldon Kasowitz – 4,577,645 Byron Gill – 4,577,645
		(iii)	Sole power to dispose or to direct the disposition of		,
			Indus Capital Partners, LLC - 0 Indus Partners, LLC  - 0 Indus Markor Master Fund, L.P. – 0 Sheldon Kasowitz – 0 Byron Gill - 0
		(iv)	Shared power to dispose or to direct the disposition of		.
			Indus Capital Partners, LLC – 4,577,645 Indus Partners, LLC  - 3,590,542 Indus Markor Master Fund, L.P. – 3,590,542 Sheldon Kasowitz – 4,577,645 Byron Gill – 4,577,645

 

 

 

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.

 

*  This Reporting Person disclaims beneficial ownership in the Common Shares, except to the extent of his or its pecuniary interest therein.

 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

 

Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.

 

Attention.  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

 

 

 

The undersigned agree that this Amendment No. 1 to Schedule 13G dated February 14, 2017 relating to the Common Shares, $0.001 par value, of Herbalife Ltd. shall be filed on behalf of the undersigned.

 

 

 

 

 

 

 

 

 

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