[SCHEDULE 13G/A] HERBALIFE LTD. SEC Filing
Route One Investment Company, L.P. and affiliates filed a Schedule 13G/A on Herbalife Ltd., reporting passive beneficial ownership. The group reports 7,528,938 Common Shares, representing 7.3% of the class, calculated from 103,105,683 Common Shares outstanding on July 30, 2025. Route One Offshore Master Fund, L.P. holds 5,193,442 shares (5.0%).
The reporting persons disclose shared voting and dispositive power over 7,528,938 shares and no sole voting or dispositive power. They certify the holdings were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control. The filing lists Route One and related entities and principals, who disclaim group status and beneficial ownership beyond their pecuniary interest.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 1)
|
Herbalife Ltd. (Name of Issuer) |
Common Shares (Title of Class of Securities) |
G4412G101 (CUSIP Number) |
09/30/2025 (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
Route One Investment Company, L.P. | ||||||||
| 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
7,528,938.00 | ||||||||
| 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)
7.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, PN |
Comment for Type of Reporting Person: Percentage calculated based on 103,105,683 Common Shares outstanding on July 30, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ended June 30, 2025.
SCHEDULE 13G
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| CUSIP No. | G4412G101 |
| 1 | Names of Reporting Persons
ROIC, 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
7,528,938.00 | ||||||||
| 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)
7.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, OO |
Comment for Type of Reporting Person: Percentage calculated based on 103,105,683 Common Shares outstanding on July 30, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ended June 30, 2025.
SCHEDULE 13G
|
| CUSIP No. | G4412G101 |
| 1 | Names of Reporting Persons
Route One Investment Company, 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
7,528,938.00 | ||||||||
| 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)
7.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, OO |
Comment for Type of Reporting Person: Percentage calculated based on 103,105,683 Common Shares outstanding on July 30, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ended June 30, 2025.
SCHEDULE 13G
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| CUSIP No. | G4412G101 |
| 1 | Names of Reporting Persons
Route One Offshore Master Fund, L.P. | ||||||||
| 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
5,193,442.00 | ||||||||
| 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)
PN |
Comment for Type of Reporting Person: Percentage calculated based on 103,105,683 Common Shares outstanding on July 30, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ended June 30, 2025.
SCHEDULE 13G
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| CUSIP No. | G4412G101 |
| 1 | Names of Reporting Persons
William F. Duhamel, Jr. | ||||||||
| 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
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,528,938.00 | ||||||||
| 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)
7.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
Comment for Type of Reporting Person: Percentage calculated based on 103,105,683 Common Shares outstanding on July 30, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ended June 30, 2025.
SCHEDULE 13G
|
| CUSIP No. | G4412G101 |
| 1 | Names of Reporting Persons
Jason E. Moment | ||||||||
| 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
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,528,938.00 | ||||||||
| 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)
7.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
Comment for Type of Reporting Person: Percentage calculated based on 103,105,683 Common Shares outstanding on July 30, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ended June 30, 2025.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Herbalife Ltd. | |
| (b) | Address of issuer's principal executive offices:
P.O. Box 309, Ugland House, Grand Cayman, Cayman Islands KY1-1104 | |
| Item 2. | ||
| (a) | Name of person filing:
Route One Investment Company, L.P. ("Route One")
ROIC, LLC
Route One Investment Company, LLC (the "General Partner")
Route One Offshore Master Fund, L.P. (the "Master Fund")
William F. Duhamel, Jr.
Jason E. Moment
Route One is the investment adviser to investment funds, including the Master Fund (collectively, the "Funds"), and the General Partner is the general partner of one or more of those funds. ROIC, LLC is the general partner of Route One. Mr. Duhamel and Mr. Moment are the control persons of Route One, ROIC, LLC and the General Partner. The reporting persons are filing this Schedule 13G jointly, but not as members of a group, and each disclaims membership in a group. Each reporting person also disclaims beneficial ownership of the Common Shares except to the extent of that person's pecuniary interest therein. In addition, the filing of this Schedule 13G on behalf of the Master Fund should not be construed as an admission that it is, and it disclaims that it is, a beneficial owner, as defined in Rule 13d-3 under the Act, of any Common Stock covered by this Schedule 13G. | |
| (b) | Address or principal business office or, if none, residence:
The principal business office of the reporting persons other than the Master Fund is:
One Letterman Drive, Building D, Suite DM 200, San Francisco, CA 94129
The principal business office of the Master Fund is:
c/o Citco Fund Services (Cayman Islands) Limited, 89 Nexus Way, Camana Bay, P.O. Box 31106SMB, Grand Cayman, Cayman Islands | |
| (c) | Citizenship:
See Item 4 of the cover sheet for each reporting person. | |
| (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:
Route One: 7,528,938
ROIC, LLC: 7,528,938
General Partner: 7,528,938
Master Fund: 5,193,442
William F. Duhamel, Jr.: 7,528,938
Jason E. Moment: 7,528,938 | |
| (b) | Percent of class:
Route One: 7.3%
ROIC, LLC: 7.3%
General Partner: 7.3%
Master Fund: 5.0%
William F. Duhamel, Jr.: 7.3%
Jason E. Moment: 7.3% | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
Route One: 0
ROIC, LLC: 0
General Partner: 0
Master Fund: 0
William F. Duhamel, Jr.: 0
Jason E. Moment: 0 | ||
| (ii) Shared power to vote or to direct the vote:
Route One: 7,528,938
ROIC, LLC: 7,528,938
General Partner: 7,528,938
Master Fund: 5,193,442
William F. Duhamel, Jr.: 7,528,938
Jason E. Moment: 7,528,938 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Route One: 0
ROIC, LLC: 0
General Partner: 0
Master Fund: 0
William F. Duhamel, Jr.: 0
Jason E. Moment: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Route One: 7,528,938
ROIC, LLC: 7,528,938
General Partner: 7,528,938
Master Fund: 5,193,442
William F. Duhamel, Jr.: 7,528,938
Jason E. Moment: 7,528,938 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The Funds hold the Common Shares for the benefit of their investors and have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares. Other than the Master fund, no individual Fund's holdings of Common Shares are more than five percent of the outstanding Common Shares. | ||
| 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, other than activities solely in connection with a nomination under ?? 240.14a-11.
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, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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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Exhibit Information
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Ex. 99 - Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G |