X0202 4 2005-12-13 0 0000791449 HERBALIFE INTERNATIONAL INC HLF 0001211590 DOMINIK DAVID ONE EMBARCADERO CENTER 33RD FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001311635 Golden Gate Capital Management, L.L.C. ONE EMBARCADERO CENTER 33RD FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001311562 Rogers Jesse ONE EMBARCADERO CENTER 33RD FLOOR SAN FRANCISCO CA 94111 1 0 1 0 0001311633 CCG Investments (BVI), L.P. ONE EMBARCADERO CENTER 33RD FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001311631 CCG Associates-AI, LLC ONE EMBARCADERO CENTER 33RD FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001311637 CCG CI, LLC ONE EMBARCADERO CENTER 33RD FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001311628 CCG AV, LLC-Series C ONE EMBARCADERO CENTER 33RD FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001311638 CCG AV, LLC-Series E ONE EMBARCADERO CENTER 33RD FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001311630 CCG Investment Fund-AI, LP ONE EMBARCADERO CENTER 33RD FLOOR SAN FRANCISCO CA 94111 0 0 1 0 0001311632 CCG Associates-QP, LLC ONE EMBARCADERO CENTER 33RD FLOOR SAN FRANCISCO CA 94111 0 0 1 0 Common Stock 2005-12-13 4 S 0 4565311 30.50 D 10409411 I See Footnote Consists of 3,986,380 shares directly owned and sold by CCG Investments (BVI), L.P., 200,392 shares directly owned and sold by CCG Associates-QP, LLC, 18,633 shares directly owned and sold by CCG Associates-AI, LLC, 53,404 shares directly owned and sold by CCG Investment Fund-AI, LP, 131,506 shares directly owned and sold by CCG AV, LLC-Series C, 106,812 shares directly owned and sold by CCG AV, LLC-Series E and 68,184 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. Consists of 9,089,388 shares directly owned by CCG Investments (BVI), L.P., 456,914 shares directly owned by CCG Associates-QP, LLC, 42,485 shares directly owned by CCG Associates-AI, LLC, 121,768 shares directly owned by CCG Investment Fund-AI, LP, 299,848 shares directly owned by CCG AV, LLC-Series C, 243,543 shares directly owned by CCG AV, LLC-Series E and 155,465 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. /s/ Jesse T. Rogers 2005-12-15 /s/ David C. Dominik 2005-12-15 Golden Gate Capital Management, L.L.C. By: /s/ Jesse T. Rogers, Managing Member 2005-12-15 CCG Investments (BVI), L.P. By: Golden Gate Capital Management, L.L.C., General Partner By: /s/ Jesse T. Rogers Managing Member 2005-12-15 CCG Associates-QP, LLC By: Golden Gate Capital Management, L.L.C., Managing Member By: /s/ Jesse T. Rogers Managing Member 2005-12-15 CCG Associates-AI, LLC By: Golden Gate Capital Management, L.L.C., Managing Member By: /s/ Jesse T. Rogers Managing Member 2005-12-15 CCG Investment Fund-AI, L.P. By: Golden Gate Capital Management, L.L.C., General Partner By: /s/ Jesse T. Rogers Managing Member 2005-12-15 CCG AV, LLC - Series C By: Golden Gate Capital Management, L.L.C., Managing Member By: /s/ Jesse T. Rogers Managing Member 2005-12-15 CCG AV, LLC-Series E By: Golden Gate Capital Management, L.L.C., Managing Member By: /s/ Jesse T. Rogers Managing Member 2005-12-15 CCG CI, LLC By: Golden Gate Capital Management, L.L.C., Managing Member By: /s/ Jesse T. Rogers Managing Member 2005-12-15