Sec Form 13G Filing - HBL Swiss Services GmbH filing for HERBALIFE LTD. (HLF) - 2020-02-14

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.

  NAMES OF REPORTING PERSONS

  HBL Swiss Services GmbH (formerly known as HBL Swiss Financing GmbH)¹

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Switzerland

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  10,025,020²

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  10,025,020²

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  10,025,020²

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  6.8%³

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  OO

This Amendment No. 3 to Schedule 13 G/A is being filed to: (1) reflect the name change of the Reporting Person to HBL Swiss Services GmbH (“SwissCo”), a Swiss company with limited liability and an indirect wholly-owned subsidiary of Herbalife Nutrition Ltd. (the “Issuer”), and (2) update the ownership description in Item 4 below.

Common shares, par value $0.0005 per share (the “Common Shares”), of the Issuer held of record by SwissCo.

Based on 147,525,849 Common Shares outstanding as of February 11, 2020.

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Person Filing:

Address of Principal Business Office or, if None, Residence:

Citizenship:

Title of Class of Securities:

CUSIP Number:

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:

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

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).

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

Group, in accordance with §240.13d-1(b)(1)(ii)(K).

Ownership.

Amount beneficially owned:

Percent of class:¹

Number of shares as to which the person has:

Sole power to vote or to direct the vote:²

Shared power to vote or to direct the vote:

Sole power to dispose or to direct the disposition of:

Shared power to dispose or to direct the disposition of:

Ownership of Five Percent or Less of a Class.

Ownership of More Than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certifications.

Based on 147,525,849 Common Shares outstanding as of February 11, 2020.

So long as it is consistent with applicable laws, the Common Shares held by SwissCo will be voted in the same manner, and to the maximum extent possible, in the same proportion, as all other votes cast with respect to any matter properly submitted to a vote of the Issuer’s shareholders.