Washington, D.C. 20549
(Amendment No. 9)*
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).
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
4,288,786
8
SHARED VOTING POWER
0
9
SOLE DISPOSITIVE POWER
4,288,786
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,288,786
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
|
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.61%
14
TYPE OF REPORTING PERSON
PN
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
4,288,786
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
4,288,786
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,288,786
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
|
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.61%
14
TYPE OF REPORTING PERSON
OO
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
4,288,786
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
4,288,786
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,288,786
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
|
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.61%
14
TYPE OF REPORTING PERSON
CO
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
6,980,001
8
SHARED VOTING POWER
0
9
SOLE DISPOSITIVE POWER
6,980,001
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,980,001
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
|
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.50%
14
TYPE OF REPORTING PERSON
PN
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
6,980,001
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
6,980,001
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,980,001
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
|
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.50%
14
TYPE OF REPORTING PERSON
PN
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
10,175,144
8
SHARED VOTING POWER
0
9
SOLE DISPOSITIVE POWER
10,175,144
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,175,144
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
|
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.94%
14
TYPE OF REPORTING PERSON
PN
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
10,175,144
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
10,175,144
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,175,144
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
|
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.94%
14
TYPE OF REPORTING PERSON
PN
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
17,155,145
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
17,155,145
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,155,145
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
|
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.44%
14
TYPE OF REPORTING PERSON
PN
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
17,155,145
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
17,155,145
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,155,145
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
|
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.44%
14
TYPE OF REPORTING PERSON
OO
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
17,155,145
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
17,155,145
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,155,145
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
|
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.44%
14
TYPE OF REPORTING PERSON
PN
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
17,155,145
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
17,155,145
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,155,145
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
|
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.44%
14
TYPE OF REPORTING PERSON
CO
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
17,155,145
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
17,155,145
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,155,145
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
|
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.44%
14
TYPE OF REPORTING PERSON
CO
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
21,443,931
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
21,443,931
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,443,931
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES/ /
|
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.05%
14
TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
Item 1. Security and Issuer
This statement constitutes Amendment No. 9 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, and Amendment Number 8 thereto, filed with the SEC on August 26, 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, 21,443,931 Shares. The aggregate purchase price of the Shares purchased by the Reporting Persons collectively was approximately $884.8 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 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, 21,443,931 Shares, representing approximately 23.05% of the Issuer's outstanding Shares (based upon the 93,049,387 Shares stated to be outstanding as of October 27, 2016 by the Issuer in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016).
(b) For purposes of this Schedule 13D:
High River has sole voting power and sole dispositive power with regard to 4,288,786 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 6,980,001 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 10,175,144 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
|
08/31/2016
|
61,369.00
|
$60.39
|
|
High River Limited Partnership
|
11/03/2016
|
366,480.00
|
54.70
|
|
|
|
|
|
|
Icahn Partners LP
|
08/31/2016
|
145,746.00
|
$60.39
|
|
Icahn Partners LP
|
11/03/2016
|
860,076.00
|
54.70
|
|
|
|
|
|
|
Icahn Partners Master Fund LP
|
08/31/2016
|
99,731.00
|
$60.39
|
|
Icahn Partners Master Fund LP
|
11/03/2016
|
605,846.00
|
54.70
|
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: November 3, 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: A
uthorized 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. 9 – Herbalife Ltd.]