SEC Info - Diekroeger Kenneth - ‘4’ for 12/13/05 re: Herbalife International Inc.

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Diekroeger Kenneth

(Last)

(First)

(Middle)

ONE EMBARCADERO CENTER

33RD FLOOR

(Street)

SAN FRANCISCO

94111

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HERBALIFE INTERNATIONAL INC [ HLF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/13/05

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/13/05		S		4,565,311 ⁽¹⁾	D	$30.5	10,409,411	I	Footnote ⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

(1) 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, may be deemed to share beneficial ownership of the reported shares. Mr. Diekroeger is a member of Golden Gate Capital Management, L.L.C.

(2) 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. Mr. Diekroeger disclaims beneficial ownership of the reported shares except to the extent of his pecuniary interest therein.

	/s/ Kenneth J. Diekroeger	12/15/05
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

____________ Transaction Code:
S	Open market or private sale of non-derivative or derivative security.

Diekroeger Kenneth – ‘4’ for 12/13/05 re: Herbalife International Inc.

On: Thursday, 12/15/05, at 7:59pm ET · For: 12/13/05 · As: Director and 10% Owner · Accession #: 1104659-5-61137 · File #: 0-15712

Previous ‘4’: ‘4’ on 2/11/05 for 12/15/04 · Next & Latest: ‘4’ on 2/14/06 for 12/13/05

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
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Diekroeger Kenneth – ‘4’ for 12/13/05 re: Herbalife International Inc.

On: Thursday, 12/15/05, at 7:59pm ET · For: 12/13/05 · As: Director and 10% Owner · Accession #: 1104659-5-61137 · File #: 0-15712

Previous ‘4’: ‘4’ on 2/11/05 for 12/15/04 · Next & Latest: ‘4’ on 2/14/06 for 12/13/05

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents