Amended Statement of Ownership (sc 13g/a)
February 14 2017 - 12:07PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Herbalife
Ltd.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
G4412G101
(CUSIP Number)
December 31, 2015
(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)
☒ Rule 13d-1(c)
☐
Rule 13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons 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.
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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).
13G
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CUSIP No. G4412G101
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Page
2
of
6
Pages
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1
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Names of
Reporting Persons/I.R.S. Identification Nos. of Above Persons (Entities Only)
William
P. Stiritz
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2
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Check the Appropriate Box if a Member
of a Group*
(a) ☐ (b) ☒
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3
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SEC Use Only
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4
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Citizenship or Place of
Organization
USA
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
with:
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5
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Sole Voting Power:
1,224,722
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6
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Shared Voting Power:
89,560
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7
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Sole Dispositive Power:
1,224,722
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8
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Shared Dispositive Power:
89,560
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,314,282
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10
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares* (See Instructions) ☐
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11
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Percent of Class Represented by Amount
in Row (9)
1.4%
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12
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Type of Reporting Person
IN
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Item 1(a).
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Name of Issuer
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Herbalife Ltd.
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Item 1(b).
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Address of Issuers Principal Executive Offices
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P.O. Box 309GT
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Ugland House, South Church Street
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Grand Cayman, Cayman Islands
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Item 2(a).
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Name of Person Filing
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William P. Stiritz
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Item 2(b).
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Address of Principal Business Office or, if None, Residence
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790 Briar Hill Road
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Belleville, Illinois 62223
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Item 2(c).
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Citizenship
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USA
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Item 2(d).
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Title of Class of Securities
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Common stock, par value $0.001 per share
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Item 2(e).
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CUSIP Number
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G4412G101
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Item 3.
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If this statement is filed pursuant to Rule
13d-1(b)
or
13d-2(b)
or (c), check whether the person filing is a:
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(a)
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☐ Broker or dealer registered under Section 15 of the Exchange Act.
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(b)
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☐ Bank as defined in section 3(a)(6) of the Exchange Act.
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(c)
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☐ Insurance company as defined in section 3(a)(19) of the Exchange Act.
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(d)
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☐ Investment company registered under Section 8 of the Investment Company Act.
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(e)
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☐ An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E).
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(f)
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☐ An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F).
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(g)
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☐ A parent holding company or control person, in accordance with Rule
13d-1(b)(1)(ii)(G).
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(h)
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☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
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(i)
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☐ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
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(j)
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☐ Group, in accordance with Rule
13d-1(b)(1)(ii)(J).
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3
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Item 4.
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Ownership.
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(a)
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Amount beneficially owned:
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1,314,282 shares as of December 31, 2016, including, also as of December 31, 2016, options to purchase 112,600 shares pursuant to American-style call options with strike prices of $50.00 and $80.00
exercisable through January 20, 2017. For purposes of Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended, the reporting person is deemed to have acquired beneficial ownership of the shares underlying such call options.
None of the call options, however, gives the reporting persons direct or indirect voting, investment or dispositive control over any securities of the issuer or requires the counterparties thereto to acquire, hold, vote or dispose of any securities
of the issuer prior to exercise.
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(b)
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Percent of class:
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1.4%, based on 93,049,387 shares outstanding as of October 27, 2016 according to the issuers Form
10-Q
for its quarter ended September 30, 2016.
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(c)
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Number of shares as to which such person has:
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(i) Sole power to vote or to direct the vote:
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1,112,122
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(1)
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(ii) Shared power to vote or to direct the vote:
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89,560
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(iii) Sole power to dispose or to direct the disposition:
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1,112,122
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(1)
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(iv) Shared power to dispose or to direct the disposition
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89,560
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Notes:
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(1) Includes, as of December 31, 2015, options to purchase 112,600 shares pursuant to American-style call options with strike prices of $50.00 and $80.00 exercisable through January 20, 2017. Please
refer to the response to Item 4(a).
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the
following ☒.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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The reporting person has the sole power to vote or to direct the vote and the sole power to dispose or to direct the disposition of 1,224,722 shares beneficially owned in his name. The reporting person has shared
power to vote or direct the vote and shared power to dispose or to direct the disposition of the shares held by the following persons: Susan E. Stiritz, 87,560 shares and Rebecca Stiritz, 2,000 shares.
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4
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
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Item 10.
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Certifications.
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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5
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is trust,
complete and correct.
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Date:
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February 14, 2017
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/s/ William P. Stiritz
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William P. Stiritz
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6
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