Form SC 13G HERBALIFE LTD. Filed by: NOMURA HOLDINGS INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

x

Rule 13d-1(b)

o

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No. G4412G101

13G

1.

Names of Reporting Persons
Nomura Holdings, Inc.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization:
Japan

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
7,942,823 (1)

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
7,942,823 (1)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
7,942,823

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
Not applicable

11.

Percent of Class Represented by Amount in Row (9)
8.65%

12.

Type of Reporting Person (See Instructions)
HC

CUSIP No. G4412G101

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1.

Names of Reporting Persons
Nomura International PLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization:
United Kingdom

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
7,409,946

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
7,409,946

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
7,409,946

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
Not applicable

11.

Percent of Class Represented by Amount in Row (9)
8.07%

12.

Type of Reporting Person (See Instructions)
FI

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Item 1.

(a)

Name of Issuer:
Herbalife Ltd.

(b)

Address of Issuer’s Principal Executive Offices:
P.O. Box 309GT

Ugland House

South Church Street

Grand Cayman, Cayman Islands

Item 2.

(a)

Name of Person(s) Filing:
Nomura Holdings, Inc.

Nomura International PLC

(b)

Address of Principal Business Office or, if none, Residence:
Nomura Holdings, Inc.

1-9-1 Nihonbashi, Chuo-ku, Tokyo 103-8645, Japan

Nomura International PLC

1 Angel Lane, London, EC4R 3AB, United Kingdom

(c)

Citizenship:
Nomura Holdings, Inc.

Japan

Nomura International PLC

United Kingdom

(d)

Title of Class of Securities:
Common Shares, $0.001 par value

(e)

CUSIP Number:
G4412G101

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:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

x

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(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);

(j)

x

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k)

o

Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with

§ 240.13d-1(b)(1)(ii)(J), please specify the type of institution:____________________________

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Item 4.

Ownership.

Items 5-11 of the cover page are incorporated by reference

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.

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.

See Exhibit B

Item 8.

Identification and Classification of Members of the Group.

Not applicable

Item 9.

Notice of Dissolution of Group.

Not applicable

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Item 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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, other than activities solely in connection with a nomination under §240.14a-11.

By signing below for Nomura International PLC, I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to Nomura International PLC is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

Nomura Holdings, Inc.

/s/ Hisato Miyashita

Hisato Miyashita

Senior Managing Director

Nomura International PLC

/s/ Todd Sandoz

Todd Sandoz

Managing Director

CUSIP No. G4412G101

13G

Exhibit

Exhibit

A

Joint Filing Agreement

B

Subsidiaries

CUSIP No. G4412G101

13G

Nomura Holdings, Inc.

/s/ Hisato Miyashita

Hisato Miyashita

Senior Managing Director

Nomura International PLC

/s/ Todd Sandoz

Todd Sandoz

Managing Director

CUSIP No. G4412G101

13G