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SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* Golden Gate Capital Management, L.L.C. (Last) (First) (Middle) ONE EMBARCADERO CENTER 33RD FLOOR (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)	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)
	3. Date of Earliest Transaction (Month/Day/Year) 02/07/2007
	4. If Amendment, Date of 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

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)

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 Securities Underlying Derivative Security (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: 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

1. Name and Address of Reporting Person* Golden Gate Capital Management, L.L.C. (Last) (First) (Middle) ONE EMBARCADERO CENTER 33RD FLOOR (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CCG Investments (BVI), L.P. (Last) (First) (Middle) ONE EMBARCADERO CENTER 33RD FLOOR (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CCG Associates-QP, LLC (Last) (First) (Middle) ONE EMBARCADERO CENTER 33RD FLOOR (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CCG Associates-AI, LLC (Last) (First) (Middle) ONE EMBARCADERO CENTER 33RD FLOOR (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CCG Investment Fund-AI, LP (Last) (First) (Middle) ONE EMBARCADERO CENTER 33RD FLOOR (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CCG CI, LLC (Last) (First) (Middle) ONE EMBARCADERO CENTER 33RD FLOOR (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CCG AV, LLC-Series C (Last) (First) (Middle) ONE EMBARCADERO CENTER 33RD FLOOR (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CCG AV, LLC-Series E (Last) (First) (Middle) ONE EMBARCADERO CENTER 33RD FLOOR (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

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.

	Golden Gate Capital Management, L.L.C. By: /s/ Jesse T. Rogers, Managing Member	02/09/2007
	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
	CCG Associates-QP, LLC By: Golden Gate Capital Management, L.L.C., Managing Member By: /s/ Jesse T. Rogers Managing Member	02/09/2007
	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
	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
	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
	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
	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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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