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 *
Golden Gate Capital Management, L.L.C.
   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)
02/07/2007
(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 02/07/2007   J(1)   8,409,411 (1) D $ 0 0 I Footnote (1)

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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
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

 Golden Gate Capital Management, L.L.C. By: /s/ Jesse T. Rogers, Managing Member   02/09/2007
**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   02/09/2007
**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   02/09/2007
**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   02/09/2007
**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   02/09/2007
**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   02/09/2007
**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   02/09/2007
**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   02/09/2007
**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 7,343,009 shares distributed by CCG Investments (BVI), L.P., 369,125 shares distributed by CCG Associates--QP, LLC, 34,323 shares distributed by CCG Associates--AI, LLC, 98,372 shares distributed by CCG Investment Fund--AI, LP, 242,237 shares distributed by CCG AV, LLC--Series C, 196,750 shares distributed by CCG AV, LLC--Series E and 125,595 shares distributed by CCG CI, LLC, in each case in accordance with the members' or limited partners' of the such entities respective interests in such entities. Any shares received by Golden Gate Capital Management, L.L.C., as general partner or managing member of all the above entities, or received by any of the other reporting persons as limited partners of any other reporting entity were in turn subsequently distributed by such reporting person to its limited partners or members, in each case in accordance with the members' or limited partners' respective interests in such entity.

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