HERBALIFE LTD. — Director's Dealing 2018

Nov 21, 2018

SEC Form 4/A — Form 4/A

Issuer: HERBALIFE NUTRITION LTD. (HLF)
CIK: 0001180262
Period of Report: 2018-11-12

Reporting Person: Walsh Des (Executive Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-11-12	Common Stock	M	300000	$3.41	Acquired	618178	Direct
2018-11-12	Common Stock	D	18830	$54.33	Disposed	599348	Direct
2018-11-12	Common Stock	F	148037	$54.33	Disposed	451311	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-11-12	Stock Appreciation Rights	$3.41	M	300000	Disposed	2019-02-27	Common Stock (300000)	Direct

Footnotes

F1: This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

F2: The reporting person received 133,133 shares of common stock upon the net exercise of 300,000 stock appreciation rights ("SARS"). The reporting person forfeited 18,830 shares of common stock underlying the SARS in payment of the exercise price and 148,037 shares of common stock underlying the SARS to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on November 12, 2018 of $54.33. The reporting person did not sell any shares received from this net exercise of SARS.

F3: On May 14, 2018, the common stock of Herbalife Nutrition Ltd. split 2-for-1, resulting in the reporting person's acquisition of 159,089 additional shares of common stock.

F4: These SARS were previously reported as covering 150,000 shares at an exercise price of $6.82 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.