CUSIP No. G4412G101

NAMES OF REPORTING PERSONS

HBL Swiss Financing GmbH

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

5,012,510¹

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

5,012,510¹

SHARED DISPOSITIVE POWER

0

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,012,510¹

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

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.73%²

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

OO

CUSIP No. G4412G101

Name of Issuer:

Herbalife Ltd. (the “Issuer”)

Address of Issuer’s Principal Executive Offices:

P.O. Box 309GT, Ugland House, South Church Street, Grand Cayman, Cayman Islands

Name of Person Filing:

HBL Swiss Financing GmbH, an indirect wholly owned subsidiary of the Issuer (“SwissCo”).

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

Hansmatt 32, CH-6370 Stans NW, Switzerland

Citizenship:

SwissCo is a Swiss company with limited liability.

Title of Class of Securities:

Common shares of the Issuer, par value $0.001 per share (“Common Shares”)

CUSIP Number:

G4412G101

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).

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

Not applicable.

Ownership.

The 5,012,510 Common Shares reported on this Schedule 13G/A are held directly by SwissCo. SwissCo is wholly owned by Herbalife International Luxembourg S.à.R.L., a Luxembourg private limited liability company (société à responsabilité limitée), existing and organized under the laws of Luxembourg, which is wholly owned by WH Luxembourg Holdings S.à.R.L., a Luxembourg private limited liability company (société à responsabilité limitée), existing and organized under the laws of Luxembourg, which is wholly owned by HBL Luxembourg Holdings S.à.R.L., a Luxembourg private limited liability company (société à responsabilité limitée), existing and organized under the laws of Luxembourg, which is wholly owned by WH Intermediate Holdings Ltd., a Cayman Islands exempted company incorporated with limited liability, which is wholly owned by the Issuer.

CUSIP No. G4412G101

(a)   Amount beneficially owned:

SwissCo is the beneficial owner of 5,012,510 Common Shares.

(b)   Percent of class:¹

SwissCo is the beneficial owner of 5.73% of the outstanding Common Shares.

(c)   Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:²

SwissCo has the sole power to vote or to direct the vote over 5,012,510 Common Shares.

(ii)  Shared power to vote or to direct the vote:

SwissCo has the shared power to vote or to direct the vote over 0 Common Shares.

(iii)  Sole power to dispose or to direct the disposition of:

SwissCo has the sole power to dispose or to direct the disposition of 5,012,510 Common Shares.

(iv) Shared power to dispose or to direct the disposition of:

SwissCo has the shared power to dispose or to direct the disposition of 0 Common Shares.

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6.

Ownership of More Than Five 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 not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer 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.

CUSIP No. G4412G101