Amended Statement of Ownership (sc 13g/a)
13 Februar 2015 - 1:48PM
Edgar (US Regulatory)
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2.
(Amendment No. 1)*
(Name of Issuer)
Common Shares, par value $0.001 per share
(Title of Class of Securities)
(CUSIP Number)
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o |
Rule 13d-1(b) |
x |
Rule 13d-1(c) |
o |
Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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(1) |
Names of Reporting Persons Capital Ventures International |
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(2) |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
o |
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(3) |
SEC Use Only |
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(4) |
Citizenship or Place of Organization Cayman Islands |
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Number of Shares Beneficially Owned by Each Reporting Person With |
(5) |
Sole Voting Power 419,395 (1)(2) |
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(6) |
Shared Voting Power 5,831,802 (1)(2) |
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(7) |
Sole Dispositive Power 419,395 (1)(2) |
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(8) |
Shared Dispositive Power 5,831,802 (1)(2) |
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(9) |
Aggregate Amount Beneficially Owned by Each Reporting Person 5,831,802 (1)(2) |
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(10) |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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(11) |
Percent of Class Represented by Amount in Row (9) 6.3% |
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(12) |
Type of Reporting Person (See Instructions) CO |
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(1) G1 Execution Services, LLC, Susquehanna Capital Group, Susquehanna Investment Group and Susquehanna Securities are affiliated independent broker-dealers which, together with Capital Ventures International, Susquehanna Advisors Group, Inc. and Susquehanna Fundamental Investments, LLC may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.
(2) Susquehanna Advisors Group, Inc. is the investment manager to Capital Ventures International and as such may exercise voting and dispositive power over the 419,395 shares directly owned by Capital Ventures International.
2
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(1) |
Names of Reporting Persons Susquehanna Advisors Group, Inc. |
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(2) |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
o |
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(3) |
SEC Use Only |
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(4) |
Citizenship or Place of Organization Pennsylvania |
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Number of Shares Beneficially Owned by Each Reporting Person With |
(5) |
Sole Voting Power 0(1)(2) |
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(6) |
Shared Voting Power 5,831,802 (1)(2) |
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(7) |
Sole Dispositive Power 0(1)(2) |
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(8) |
Shared Dispositive Power 5,831,802 (1)(2) |
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(9) |
Aggregate Amount Beneficially Owned by Each Reporting Person 5,831,802 (1)(2) |
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(10) |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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(11) |
Percent of Class Represented by Amount in Row (9) 6.3% |
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(12) |
Type of Reporting Person (See Instructions) CO |
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(1) G1 Execution Services, LLC, Susquehanna Capital Group, Susquehanna Investment Group and Susquehanna Securities are affiliated independent broker-dealers which, together with Capital Ventures International, Susquehanna Advisors Group, Inc. and Susquehanna Fundamental Investments, LLC may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.
(2) Susquehanna Advisors Group, Inc. is the investment manager to Capital Ventures International and as such may exercise voting and dispositive power over the 419,395 shares directly owned by Capital Ventures International.
3
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(1) |
Names of Reporting Persons G1 Execution Services, LLC |
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(2) |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
o |
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(3) |
SEC Use Only |
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(4) |
Citizenship or Place of Organization Illinois |
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Number of Shares Beneficially Owned by Each Reporting Person With |
(5) |
Sole Voting Power 20,436 (1) |
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(6) |
Shared Voting Power 5,831,802 (1) |
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(7) |
Sole Dispositive Power 20,436 (1) |
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(8) |
Shared Dispositive Power 5,831,802 (1) |
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(9) |
Aggregate Amount Beneficially Owned by Each Reporting Person 5,831,802 (1) |
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(10) |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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(11) |
Percent of Class Represented by Amount in Row (9) 6.3 % |
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(12) |
Type of Reporting Person (See Instructions) BD, OO |
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(1) G1 Execution Services, LLC, Susquehanna Capital Group, Susquehanna Investment Group and Susquehanna Securities are affiliated independent broker-dealers which, together with Capital Ventures International, Susquehanna Advisors Group, Inc. and Susquehanna Fundamental Investments, LLC may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.
4
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(1) |
Names of Reporting Persons Susquehanna Capital Group |
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(2) |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
o |
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(3) |
SEC Use Only |
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(4) |
Citizenship or Place of Organization Delaware |
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Number of Shares Beneficially Owned by Each Reporting Person With |
(5) |
Sole Voting Power 0 (1) |
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(6) |
Shared Voting Power 5,831,802 (1) |
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(7) |
Sole Dispositive Power 0 (1) |
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(8) |
Shared Dispositive Power 5,831,802 (1) |
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(9) |
Aggregate Amount Beneficially Owned by Each Reporting Person 5,831,802 (1) |
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(10) |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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(11) |
Percent of Class Represented by Amount in Row (9) 6.3% |
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(12) |
Type of Reporting Person (See Instructions) BD, PN |
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(1) G1 Execution Brokers, LLC, Susquehanna Capital Group, Susquehanna Investment Group and Susquehanna Securities are affiliated independent broker-dealers which, together with Capital Ventures International, Susquehanna Advisors Group, Inc. and Susquehanna Fundamental Investments, LLC, may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.
5
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(1) |
Names of Reporting Persons Susquehanna Fundamental Investments, LLC |
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(2) |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
o |
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(3) |
SEC Use Only |
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(4) |
Citizenship or Place of Organization Delaware |
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Number of Shares Beneficially Owned by Each Reporting Person With |
(5) |
Sole Voting Power 75,500 (1) |
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(6) |
Shared Voting Power 5,831,802 (1) |
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(7) |
Sole Dispositive Power 75,500 (1) |
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(8) |
Shared Dispositive Power 5,831,802 (1) |
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(9) |
Aggregate Amount Beneficially Owned by Each Reporting Person 5,831,802 (1) |
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(10) |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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(11) |
Percent of Class Represented by Amount in Row (9) 6.3 % |
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(12) |
Type of Reporting Person (See Instructions) OO |
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(1) G1 Execution Services, LLC, Susquehanna Capital Group, Susquehanna Investment Group and Susquehanna Securities are affiliated independent broker-dealers which, together with Capital Ventures International, Susquehanna Advisors Group, Inc. and Susquehanna Fundamental Investments, LLC may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.
6
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(1) |
Names of Reporting Persons Susquehanna Investment Group |
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(2) |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
o |
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(3) |
SEC Use Only |
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(4) |
Citizenship or Place of Organization Pennsylvania |
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Number of Shares Beneficially Owned by Each Reporting Person With |
(5) |
Sole Voting Power 99,400 (1) |
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(6) |
Shared Voting Power 5,831,802 (1) |
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(7) |
Sole Dispositive Power 99,400 (1) |
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(8) |
Shared Dispositive Power 5,831,802 (1) |
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(9) |
Aggregate Amount Beneficially Owned by Each Reporting Person 5,831,802 (1) |
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(10) |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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(11) |
Percent of Class Represented by Amount in Row (9) 6.3% |
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(12) |
Type of Reporting Person (See Instructions) BD, PN |
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(1) G1 Execution Services, LLC, Susquehanna Capital Group, Susquehanna Investment Group and Susquehanna Securities are affiliated independent broker-dealers which, together with Capital Ventures International, Susquehanna Advisors Group, Inc. and Susquehanna Fundamental Investments, LLC may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.
7
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(1) |
Names of Reporting Persons Susquehanna Securities |
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(2) |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
o |
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(3) |
SEC Use Only |
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(4) |
Citizenship or Place of Organization Delaware |
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Number of Shares Beneficially Owned by Each Reporting Person With |
(5) |
Sole Voting Power 5,217,071 (1) |
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(6) |
Shared Voting Power 5,831,802 (1) |
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(7) |
Sole Dispositive Power 5,217,071 (1) |
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(8) |
Shared Dispositive Power 5,831,802 (1) |
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(9) |
Aggregate Amount Beneficially Owned by Each Reporting Person 5,831,802 (1) |
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(10) |
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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(11) |
Percent of Class Represented by Amount in Row (9) 6.3% |
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(12) |
Type of Reporting Person (See Instructions) BD, PN |
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(1) G1 Execution Services, LLC, Susquehanna Capital Group, Susquehanna Investment Group and Susquehanna Securities are affiliated independent broker-dealers which, together with Capital Ventures International, Susquehanna Advisors Group, Inc. and Susquehanna Fundamental Investments, LLC may be deemed a group. For purposes of this report, we have indicated that each reporting person has sole voting and dispositive power with respect to the shares beneficially owned by it and that the reporting persons have shared voting and dispositive power with respect to all shares beneficially owned by all of the reporting persons. Each of the reporting persons disclaims beneficial ownership of shares owned directly by another reporting person.
8
Item 1. |
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(a) |
Name of Issuer Herbalife Ltd. |
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(b) |
Address of Issuers Principal Executive Offices P.O. Box 309GT
Ugland House, South Church Street
Grand Cayman, Cayman Islands |
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Item 2(a). |
Name of Person Filing This statement is filed by the entities listed below, who are collectively referred to herein as Reporting Persons, with respect to the common shares, par value $0.001 per share, of the Company (the Shares).
(i) Capital Ventures International
(ii) Susquehanna Advisors Group, Inc.
(iii) G1 Execution Services, LLC
(iv) Susquehanna Capital Group
(v) Susquehanna Fundamental Investments, LLC
(vi) Susquehanna Investment Group
(vii) Susquehanna Securities |
Item 2(b). |
Address of Principal Business Office or, if none, Residence The address of the principal business office of Capital Ventures International is:
P.O. Box 897
Windward 1, Regatta Office Park
West Bay Road
Grand Cayman, KY1-1103
Cayman Islands
The address of the principal business office of G1 Execution Services, LLC is:
440 S. LaSalle Street
Suite 3030
Chicago, IL 60605
The address of the principal business office of each of Susquehanna Advisors Group, Inc., Susquehanna Capital Group, Susquehanna Fundamental Investments, LLC, Susquehanna Investment Group and Susquehanna Securities is:
401 E. City Avenue
Suite 220
Bala Cynwyd, PA 19004 |
Item 2(c). |
Citizenship Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. |
Item 2(d). |
Title of Class of Securities Common Shares, par value $0.001 per share |
Item 2(e) |
CUSIP Number G4412G101 |
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Item 3. |
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: |
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(a) |
o |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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(b) |
o |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
o |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
o |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
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(e) |
o |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
o |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
o |
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
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(h) |
o |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
o |
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); |
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(j) |
o |
A non-U.S. institution in accordance with § 240.13d1(b)(1)(ii)(J); |
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(k) |
o |
Group, in accordance with rule 13d1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with
§ 240.13d1(b)(1)(ii)(J), please specify the type of institution:____________________________ |
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Item 4. |
Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
The information required by Items 4(a) (c) is set forth in Rows 5 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The amount beneficially owned by Susquehanna Investment Group includes options to buy 99,400 of the common shares of the Company. The amount beneficially owned by Susquehanna Securities includes options to buy 5,213,200 of the common shares of the Company. The Companys amended quarterly report, on Form 10-Q, filed with the United States Securities and Exchange Commission on November 3, 2014, indicates that there were 91,799,867 common shares outstanding as of October 29, 2014. |
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Item 5. |
Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: o |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
Not applicable. |
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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. |
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Item 8. |
Identification and Classification of Members of the Group |
Not applicable. |
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Item 9. |
Notice of Dissolution of Group |
Not applicable. |
10
Item 10. |
Certification |
By signing below each of the undersigned certifies that, to the best of its 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 of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: February 12, 2015
CAPITAL VENTURES INTERNATIONAL |
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SUSQUEHANNA ADVISORS GROUP, INC. |
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By: Susquehanna Advisors Group, Inc. pursuant to a Limited Power of Attorney, a copy of which was previously filed. |
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By: |
/s/ Brian Sopinsky |
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Name: |
Brian Sopinsky |
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Title: |
Assistant Secretary |
By: |
/s/ Brian Sopinsky |
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Name: |
Brian Sopinsky |
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Title: |
Assistant Secretary |
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G1 EXECUTION SERVICES, LLC |
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SUSQUEHANNA CAPITAL GROUP |
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By: |
/s/ Brian Sopinsky |
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By: |
/s/ Brian Sopinsky |
Name: |
Brian Sopinsky |
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Name: |
Brian Sopinsky |
Title: |
Secretary |
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Title: |
Authorized Signatory |
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SUSQUEHANNA FUNDAMENTAL INVESTMENTS, LLC |
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SUSQUEHANNA INVESTMENT GROUP |
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By: |
/s/ Brian Sopinsky |
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By: |
/s/ Brian Sopinsky |
Name: |
Brian Sopinsky |
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Name: |
Brian Sopinsky |
Title: |
Assistant Secretary |
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Title: |
General Counsel |
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SUSQUEHANNA SECURITIES |
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By: |
/s/ Brian Sopinsky |
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Name: |
Brian Sopinsky |
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Title: |
Secretary |
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11
EXHIBIT INDEX
EXHIBIT |
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DESCRIPTION |
I |
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Limited Power of Attorney executed by Capital Ventures International in favor of Susquehanna Advisors Group, Inc., dated as of December 4, 2012.* |
II |
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Joint Filing Agreement, dated February 12, 2015, pursuant to Rule 13d-1(k) among Capital Ventures International, Susquehanna Advisors Group, Inc., G1 Execution Services, LLC, Susquehanna Capital Group, Susquehanna Fundamental Investments, LLC, Susquehanna Investment Group and Susquehanna Securities. |
*Previously filed.
12
EXHIBIT II
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the common shares of Herbalife Ltd., is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: February 12, 2015
CAPITAL VENTURES INTERNATIONAL |
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SUSQUEHANNA ADVISORS GROUP, INC. |
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By: Susquehanna Advisors Group, Inc. pursuant to a Limited Power of Attorney |
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By: |
/s/ Brian Sopinsky |
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Name: |
Brian Sopinsky |
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Title: |
Assistant Secretary |
By: |
/s/ Brian Sopinsky |
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Name: |
Brian Sopinsky |
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Title: |
Assistant Secretary |
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G1 EXECUTION SERVICES, LLC |
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SUSQUEHANNA CAPITAL GROUP |
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By: |
/s/ Brian Sopinsky |
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By: |
/s/ Brian Sopinsky |
Name: |
Brian Sopinsky |
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Name: |
Brian Sopinsky |
Title: |
Secretary |
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Title: |
Authorized Signatory |
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SUSQUEHANNA FUNDAMENTAL INVESTMENTS, LLC |
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SUSQUEHANNA INVESTMENT GROUP |
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By: |
/s/ Brian Sopinsky |
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By: |
/s/ Brian Sopinsky |
Name: |
Brian Sopinsky |
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Name: |
Brian Sopinsky |
Title: |
Assistant Secretary |
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Title: |
General Counsel |
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SUSQUEHANNA SECURITIES |
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By: |
/s/ Brian Sopinsky |
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Name: |
Brian Sopinsky |
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Title: |
Secretary |
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13
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