FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
DOMINIK DAVID
   2. Issuer Name and Ticker or Trading Symbol
HERBALIFE LTD. [HLF] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
ONE EMBARCADERO CENTER, 33RD FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
02/06/2007
(Street)

SAN FRANCISCO, CA 94111		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/06/2007   S   2,000,000 (1) D $ 39.75 8,409,411 I Footnote (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DOMINIK DAVID
ONE EMBARCADERO CENTER
33RD FLOOR
SAN FRANCISCO, CA 94111		     X    
Rogers Jesse
ONE EMBARCADERO CENTER
33RD FLOOR
SAN FRANCISCO, CA 94111		     X    
Golden Gate Capital Management, L.L.C.
ONE EMBARCADERO CENTER
33RD FLOOR
SAN FRANCISCO, CA 94111		     X    
CCG Investments (BVI), L.P.
ONE EMBARCADERO CENTER
33RD FLOOR
SAN FRANCISCO, CA 94111		     X    
CCG Associates-QP, LLC
ONE EMBARCADERO CENTER
33RD FLOOR
SAN FRANCISCO, CA 94111		     X    
CCG Associates-AI, LLC
ONE EMBARCADERO CENTER
33RD FLOOR
SAN FRANCISCO, CA 94111		     X    
CCG Investment Fund-AI, LP
ONE EMBARCADERO CENTER
33RD FLOOR
SAN FRANCISCO, CA 94111		     X    
CCG CI, LLC
ONE EMBARCADERO CENTER
33RD FLOOR
SAN FRANCISCO, CA 94111		     X    
CCG AV, LLC-Series C
ONE EMBARCADERO CENTER
33RD FLOOR
SAN FRANCISCO, CA 94111		     X    
CCG AV, LLC-Series E
ONE EMBARCADERO CENTER
33RD FLOOR
SAN FRANCISCO, CA 94111		     X    

Signatures

 /s/ Jesse T. Rogers   02/08/2007
**Signature of Reporting Person Date
 /s/ David C. Dominik   02/08/2007
**Signature of Reporting Person Date
 Golden Gate Capital Management, L.L.C. By: /s/ Jesse T. Rogers, Managing Member   02/08/2007
**Signature of Reporting Person Date
 CCG Investments (BVI), L.P. By: Golden Gate Capital Management, L.L.C., General Partner By: /s/ Jesse T. Rogers Managing Member   02/08/2007
**Signature of Reporting Person Date
 CCG Associates-QP, LLC By: Golden Gate Capital Management, L.L.C., Managing Member By: /s/ Jesse T. Rogers Managing Member   02/08/2007
**Signature of Reporting Person Date
 CCG Associates-AI, L.P. By: Golden Gate Capital Management, L.L.C., General Partner By: /s/ Jesse T. Rogers Managing Member   02/08/2007
**Signature of Reporting Person Date
 CCG Investment Fund-AI, L.P. By: Golden Gate Capital Management, L.L.C., General Partner By: /s/ Jesse T. Rogers Managing Member   02/08/2007
**Signature of Reporting Person Date
 CCG AV, LLC - Series C By: Golden Gate Capital Management, L.L.C., Managing Member By: /s/ Jesse T. Rogers Managing Member   02/08/2007
**Signature of Reporting Person Date
 CCG AV, LLC-Series E By: Golden Gate Capital Management, L.L.C., Managing Member By: /s/ Jesse T. Rogers Managing Member   02/08/2007
**Signature of Reporting Person Date
 CCG CI, LLC By: Golden Gate Capital Management, L.L.C., Managing Member By: /s/ Jesse T. Rogers Managing Member   02/08/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Consists of 1,746,379 shares directly owned and sold by CCG Investments (BVI), L.P., 87,789 shares directly owned and sold by CCG Associates-QP, LLC, 8,162 shares directly owned and sold by CCG Associates-AI, LLC, 23,396 shares directly owned and sold by CCG Investment Fund-AI, LP, 57,611 shares directly owned and sold by CCG AV, LLC-Series C, 46,793 shares directly owned and sold by CCG AV, LLC-Series E and 29,870 shares directly owned and sold by CCG CI, LLC. Golden Gate Capital Management, L.L.C., as general partner or managing member of all the above entities, and Mr. David C. Dominik and Mr. Jesse T. Rogers, as principal Managing Members of Golden Gate Capital Management, L.L.C., share voting and dispositive power of the reported shares and may each be deemed to have shared beneficial ownership of the reported shares.
(2) Consists of 7,343,009 shares directly owned by CCG Investments (BVI), L.P., 369,125 shares directly owned by CCG Associates-QP, LLC, 34,323 shares directly owned by CCG Associates-AI, LLC, 98,372 shares directly owned by CCG Investment Fund-AI, LP, 242,237 shares directly owned by CCG AV, LLC-Series C, 196,750 shares directly owned by CCG AV, LLC-Series E and 125,595 shares directly owned by CCG CI, LLC. Golden Gate Capital Management, L.L.C., as general partner or managing member of all the above entities, and Mr. David C. Dominik and Mr. Jesse T. Rogers, as principal Managing Members of Golden Gate Capital Management, L.L.C., share voting and dispositive power of the reported shares and may each be deemed to share beneficial ownership of the reported shares. Each of the reporting persons disclaims beneficial ownership of the shares owned of record by other reporting persons except to the extent of such reporting person's pecuniary interest therein.

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