| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
HERBALIFE LTD. (Name of Issuer) |
Common Shares (Title of Class of Securities) |
G4412G101 (CUSIP Number) |
01/29/2025 (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) |
SCHEDULE 13G |
| CUSIP No. | G4412G101 |
| 1 | Names of Reporting Persons LONG FOCUS CAPITAL MANAGEMENT, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 5,051,000.00 | ||||||||
| 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) 5.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IA |
SCHEDULE 13G |
| CUSIP No. | G4412G101 |
| 1 | Names of Reporting Persons LONG FOCUS CAPITAL MASTER, LTD. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 3,644,074.00 | ||||||||
| 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) 3.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) FI |
SCHEDULE 13G |
| CUSIP No. | G4412G101 |
| 1 | Names of Reporting Persons CONDAGUA, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,406,926.00 | ||||||||
| 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) 1.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
SCHEDULE 13G |
| CUSIP No. | G4412G101 |
| 1 | Names of Reporting Persons JOHN HELMERS | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 5,051,000.00 | ||||||||
| 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) 5.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13G |
| CUSIP No. | G4412G101 |
| 1 | Names of Reporting Persons GLENN HELMERS | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,406,926.00 | ||||||||
| 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) 1.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13G |
| 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, GEORGE TOWN, E9, 00000 | |
| Item 2. | ||
| (a) | Name of person filing: LONG FOCUS CAPITAL MANAGEMENT LLC
LONG FOCUS CAPITAL MASTER, LTD.
CONDAGUA, LLC
JOHN HELMERS
GLENN HELMERS | |
| (b) | Address or principal business office or, if
none, residence: 207 CALLE DEL PARQUE
A&M TOWER, 8TH FLOOR
SAN JUAN, PR 00912 | |
| (c) | Citizenship: Long Focus Capital Management, LLC, a Delaware single member limited liability company;
Long Focus Capital Master, LTD., a Cayman Islands limited company;
Condagua, LLC, a Delaware single member limited liability company;
John Helmers, a United States citizen; and
Glenn Helmers, a United States citizen. | |
| (d) | Title of class of securities: Common Shares | |
| (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 associations 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). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: The information required by Item 4(a) is set forth in Row (9) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person. Such information is as of the close of business on January 29, 2025.
Long Focus Capital Management, LLC, John Helmers, and Glenn Helmers directly own no Common Shares. Pursuant to an investment management agreement, Long Focus Capital Management, LLC maintains investment and voting power with respect to the securities held by Long Focus Capital Master, Ltd. John Helmers controls Long Focus Capital Management, LLC and has investment and voting power with respect to Condagua, LLC. Glenn Helmers controls Condagua, LLC. | |
| (b) | Percent of class: The information required by Item 4(b) is set forth in Row (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person. Such information is as of the close of business on January 29, 2025. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: The information required by Item 4(c)(i) is set forth in Row (5) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person. Such information is as of the close of business on January 29, 2025. | ||
| (ii) Shared power to vote or to direct the
vote: The information required by Item 4(c)(ii) is set forth in Row (6) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person. Such information is as of the close of business on January 29, 2025. | ||
| (iii) Sole power to dispose or to direct the
disposition of: The information required by Item 4(c)(iii) is set forth in Row (7) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person. Such information is as of the close of business on January 29, 2025. | ||
| (iv) Shared power to dispose or to direct the
disposition of: The information required by Item 4(c)(iv) is set forth in Row (8) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person. Such information is as of the close of business on January 29, 2025. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to LONG FOCUS CAPITAL MASTER, LTD., is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D. |
| 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. |
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