0000919574-22-006219.txt : 20221103
0000919574-22-006219.hdr.sgml : 20221103
20221103213152
ACCESSION NUMBER: 0000919574-22-006219
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20221101
FILED AS OF DATE: 20221103
DATE AS OF CHANGE: 20221103
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: WAPGP LLC
CENTRAL INDEX KEY: 0001893648
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32381
FILM NUMBER: 221359948
BUSINESS ADDRESS:
STREET 1: 2200 POST OAK BLVD.
STREET 2: SUITE 1580
CITY: HOUSTON
STATE: TX
ZIP: 77056
BUSINESS PHONE: 713-623-7711
MAIL ADDRESS:
STREET 1: 2200 POST OAK BLVD.
STREET 2: SUITE 1580
CITY: HOUSTON
STATE: TX
ZIP: 77056
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: WINDACRE PARTNERSHIP LLC
CENTRAL INDEX KEY: 0001599383
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32381
FILM NUMBER: 221359950
BUSINESS ADDRESS:
STREET 1: 2200 POST OAK BOULEVARD
STREET 2: SUITE 1580
CITY: HOUSTON
STATE: TX
ZIP: 77056
BUSINESS PHONE: 713-623-7700
MAIL ADDRESS:
STREET 1: 2200 POST OAK BOULEVARD
STREET 2: SUITE 1580
CITY: HOUSTON
STATE: TX
ZIP: 77056
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: WindAcre General Partner LP
CENTRAL INDEX KEY: 0001893721
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32381
FILM NUMBER: 221359949
BUSINESS ADDRESS:
STREET 1: 2200 POST OAK BLVD.
STREET 2: SUITE 1580
CITY: HOUSTON
STATE: TX
ZIP: 77056
BUSINESS PHONE: 713-623-7711
MAIL ADDRESS:
STREET 1: 2200 POST OAK BLVD.
STREET 2: SUITE 1580
CITY: HOUSTON
STATE: TX
ZIP: 77056
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Amin Snehal
CENTRAL INDEX KEY: 0001893660
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32381
FILM NUMBER: 221359947
MAIL ADDRESS:
STREET 1: 2200 POST OAK BLVD.
STREET 2: SUITE 1580
CITY: HOU
STATE: TX
ZIP: 77056
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: WindAcre Partnership Master Fund, LP
CENTRAL INDEX KEY: 0001893715
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32381
FILM NUMBER: 221359951
BUSINESS ADDRESS:
STREET 1: 2200 POST OAK BLVD.
STREET 2: SUITE 1580
CITY: HOUSTON
STATE: TX
ZIP: 77056
BUSINESS PHONE: 713-623-7711
MAIL ADDRESS:
STREET 1: 2200 POST OAK BLVD.
STREET 2: SUITE 1580
CITY: HOUSTON
STATE: TX
ZIP: 77056
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: HERBALIFE NUTRITION LTD.
CENTRAL INDEX KEY: 0001180262
STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122]
IRS NUMBER: 000000000
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: P.O. BOX 309GT
STREET 2: UGLAND HOUSE, SOUTH CHURCH STREET
CITY: GEORGE TOWN
STATE: E9
ZIP: 00000
BUSINESS PHONE: 310 410 9600
MAIL ADDRESS:
STREET 1: P.O. BOX 309GT
STREET 2: UGLAND HOUSE, SOUTH CHURCH STREET
CITY: GEORGE TOWN
STATE: E9
ZIP: 00000
FORMER COMPANY:
FORMER CONFORMED NAME: HERBALIFE LTD.
DATE OF NAME CHANGE: 20041214
FORMER COMPANY:
FORMER CONFORMED NAME: WH HOLDINGS CAYMAN ISLANDS LTD
DATE OF NAME CHANGE: 20020814
4
1
ownership.xml
X0306
4
2022-11-01
1
0001180262
HERBALIFE NUTRITION LTD.
HLF
0001893715
WindAcre Partnership Master Fund, LP
2200 POST OAK BLVD.
SUITE 1580
HOUSTON
TX
77056
0
0
1
0
0001599383
WINDACRE PARTNERSHIP LLC
2200 POST OAK BOULEVARD
SUITE 1580
HOUSTON
TX
77056
0
0
1
0
0001893721
WindAcre General Partner LP
C/O WINDACRE PARTNERSHIP LLC
2200 POST OAK BLVD., SUITE 1580
HOUSTON
TX
77056
0
0
1
0
0001893648
WAPGP LLC
C/O WINDACRE PARTNERSHIP LLC
2200 POST OAK BLVD., SUITE 1580
HOUSTON
TX
77056
0
0
1
0
0001893660
Amin Snehal
C/O WINDACRE PARTNERSHIP LLC
2200 POST OAK BLVD., SUITE 1580
HOUSTON
TX
77056
0
0
1
0
Common Shares
2022-11-02
4
S
0
205000
17.56
D
9778500
D
Total Return Swap
2022-11-01
4
P
1
355000
21.16
A
Common Shares
355000
5194200
D
Total Return Swap
2022-11-02
4
P
1
205000
17.56
A
Common Shares
205000
5399200
D
Total Return Swap
2022-11-02
4
P
1
340000
19.36
A
Common Shares
340000
5739200
D
Total Return Swap
2022-11-02
4
P
1
25000
20.31
A
Common Shares
25000
5764200
D
The WindAcre Partnership Master Fund, LP (the "Master Fund") has entered into certain cash-settled total return swap agreements (the "Swap Agreements"), which represent economic exposure to an aggregate of 5,764,200 notional shares of HLF ordinary shares. The Swap Agreements provide the Master Fund with economic results that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the securities that are referenced by the Swap Agreements (the "Subject Shares"). Additionally, under the Swap Agreements, the Master Fund will pay the counterparty interest on the purchase price notional share value, at a rate tied to a market index.
The securities are owned directly by the Master Fund and may be deemed to be indirectly beneficially owned by (i) The WindAcre Partnership LLC, the investment adviser to the Master Fund, (ii) The WindAcre General Partner LP and The WAPGP LLC, the general partners of the Master Fund, and (iii) Snehal Amin, the managing member of The WindAcre Partnership LLC and The WAPGP LLC.
This transaction was executed in multiple trades at prices ranging from $20.88 to $21.38. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
This transaction was executed in multiple trades at prices ranging from $18.88 to $19.72. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
This transaction was executed in multiple trades at prices ranging from $20.15 to $20.72. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
The WindAcre Partnership Master Fund, LP By: The WAP GP LLC, its General Partner By: /s/ Snehal Amin Managing Member
2022-11-03
The WindAcre Partnership LLC By: /s/ Snehal Amin Managing Member
2022-11-03
The WindAcre General Partner LP By: The WAP GP LLC, By: /s/ Snehal Amin Managing Member
2022-11-03
The WAP GP LLC By: /s/ Snehal Amin Managing Member
2022-11-03
/s/ Snehal Amin Snehal Amin
2022-11-03