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HERBALIFE LTD. — Director's Dealing 2018
Sep 18, 2018
32337_dirs_2018-09-18_ecc2a14e-1d6d-40db-ae68-3eb11b949cae.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: HERBALIFE NUTRITION LTD. (HLF)
CIK: 0001180262
Period of Report: 2018-09-17
Reporting Person: GOUDIS RICHARD (Chief Executive Officer)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2018-09-17 | Common Stock | M | 240000 | $10.33 | Acquired | 676802 | Direct |
| 2018-09-17 | Common Stock | D | 44998 | $55.11 | Disposed | 631804 | Direct |
| 2018-09-17 | Common Stock | F | 102084 | $55.11 | Disposed | 529720 | Direct |
| 2018-09-17 | Common Stock | M | 106186 | $11.47 | Acquired | 635906 | Direct |
| 2018-09-17 | Common Stock | D | 22101 | $55.11 | Disposed | 613805 | Direct |
| 2018-09-17 | Common Stock | F | 44019 | $55.11 | Disposed | 569786 | Direct |
| 2018-09-17 | Common Stock | M | 116018 | $26.65 | Acquired | 685804 | Direct |
| 2018-09-17 | Common Stock | D | 56094 | $55.11 | Disposed | 629710 | Direct |
| 2018-09-17 | Common Stock | F | 31371 | $55.11 | Disposed | 598339 | Direct |
| 2018-09-17 | Common Stock | M | 236852 | $22.40 | Acquired | 835191 | Direct |
| 2018-09-17 | Common Stock | D | 96250 | $55.11 | Disposed | 738941 | Direct |
| 2018-09-17 | Common Stock | F | 73606 | $55.11 | Disposed | 665335 | Direct |
| 2018-09-17 | Common Stock | M | 109322 | $39.79 | Acquired | 774657 | Direct |
| 2018-09-17 | Common Stock | D | 78934 | $55.11 | Disposed | 695723 | Direct |
| 2018-09-17 | Common Stock | F | 15911 | $55.11 | Disposed | 679812 | Direct |
| 2018-09-17 | Common Stock | M | 166804 | $29.99 | Acquired | 846616 | Direct |
| 2018-09-17 | Common Stock | D | 90774 | $55.11 | Disposed | 755842 | Direct |
| 2018-09-17 | Common Stock | F | 39804 | $55.11 | Disposed | 716038 | Direct |
| 2018-09-17 | Common Stock | M | 244698 | $15.22 | Acquired | 960736 | Direct |
| 2018-09-17 | Common Stock | D | 67582 | $55.11 | Disposed | 893154 | Direct |
| 2018-09-17 | Common Stock | F | 92723 | $55.11 | Disposed | 800431 | Direct |
| 2018-09-17 | Common Stock | M | 166500 | $23.90 | Acquired | 966931 | Direct |
| 2018-09-17 | Common Stock | D | 72209 | $55.11 | Disposed | 894722 | Direct |
| 2018-09-17 | Common Stock | F | 49364 | $55.11 | Disposed | 845358 | Direct |
| 2018-09-17 | Common Stock | M | 48532 | $31.26 | Acquired | 893890 | Direct |
| 2018-09-17 | Common Stock | D | 27526 | $55.11 | Disposed | 866364 | Direct |
| 2018-09-17 | Common Stock | F | 10998 | $55.11 | Disposed | 855366 | Direct |
| 2018-09-17 | Common Stock | M | 25508 | $28.60 | Acquired | 880874 | Direct |
| 2018-09-17 | Common Stock | D | 13236 | $55.11 | Disposed | 867638 | Direct |
| 2018-09-17 | Common Stock | F | 6425 | $55.11 | Disposed | 861213 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2018-09-17 | Stock Appreciation Rights | $10.33 | M | 240000 | Disposed | 2020-01-04 | Common Stock (240000) | Direct |
| 2018-09-17 | Stock Appreciation Rights | $11.47 | M | 106186 | Disposed | 2020-05-07 | Common Stock (106186) | Direct |
| 2018-09-17 | Stock Appreciation Rights | $26.65 | M | 116018 | Disposed | 2021-05-18 | Common Stock (116018) | Direct |
| 2018-09-17 | Stock Appreciation Rights | $22.40 | M | 236852 | Disposed | 2022-05-31 | Common Stock (236852) | Direct |
| 2018-09-17 | Stock Appreciation Rights | $39.79 | M | 109322 | Disposed | 2023-12-19 | Common Stock (109322) | Direct |
| 2018-09-17 | Stock Appreciation Rights | $29.99 | M | 166804 | Disposed | 2024-04-30 | Common Stock (166804) | Direct |
| 2018-09-17 | Stock Appreciation Rights | $15.22 | M | 244698 | Disposed | 2025-03-02 | Common Stock (244698) | Direct |
| 2018-09-17 | Stock Appreciation Rights | $23.90 | M | 166500 | Disposed | 2025-05-07 | Common Stock (166500) | Direct |
| 2018-09-17 | Stock Appreciation Rights | $31.26 | M | 48532 | Disposed | 2026-05-09 | Common Stock (48532) | Direct |
| 2018-09-17 | Stock Appreciation Rights | $28.60 | M | 25508 | Disposed | 2027-02-27 | Common Stock (25508) | Direct |
Footnotes
F1: The reporting person received 92,918 shares of common stock upon the net exercise of the 240,000 Stock Appreciation Rights ("SARS"). The reporting person forfeited 44,998 shares of common stock underlying the SARS in payment of the exercise price and 102,084 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 17, 2018 of $55.11.
F2: On May 14, 2018, the common stock of Herbalife Nutrition Ltd. split 2-for-1, resulting in the reporting person's acquisition of 218,401 additional
shares of common stock.
F3: The reporting person received 40,066 shares of common stock upon the net exercise of the 106,186 SARS. The reporting person forfeited 22,101 shares of common stock underlying the SARS in payment of the exercise price and 44,019 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 17, 2018 of $55.11.
F4: The reporting person received 28,553 shares of common stock upon the net exercise of the 116,018 SARS. The reporting person forfeited 56,094 shares of common stock underlying the SARS in payment of the exercise price and 31,371 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 17, 2018 of $55.11.
F5: The reporting person received 66,996 shares of common stock upon the net exercise of the 236,852 SARS. The reporting person forfeited 96,250 shares of common stock underlying the SARS in payment of the exercise price and 73,606 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 17, 2018 of $55.11.
F6: The reporting person received 14,477 shares of common stock upon the net exercise of the 109,322 SARS. The reporting person forfeited 78,934 shares of common stock underlying the SARS in payment of the exercise price and 15,911 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 17, 2018 of $55.11.
F7: The reporting person received 36,226 shares of common stock upon the net exercise of the 166,804 SARS. The reporting person forfeited 90,774 shares of common stock underlying the SARS in payment of the exercise price and 39,804 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 17, 2018 of $55.11.
F8: The reporting person received 84,393 shares of common stock upon the net exercise of the 244,698 SARS. The reporting person forfeited 67,582 shares of common stock underlying the SARS in payment of the exercise price and 92,723 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 17, 2018 of $55.11.
F9: The reporting person received 44,927 shares of common stock upon the net exercise of the 166,500 SARS. The reporting person forfeited 72,209 shares of common stock underlying the SARS in payment of the exercise price and 49,364 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 17, 2018 of $55.11.
F10: The reporting person received 10,008 shares of common stock upon the net exercise of the 48,532 SARS. The reporting person forfeited 27,526 shares of common stock underlying the SARS in payment of the exercise price and 10,998 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 17, 2018 of $55.11.
F11: The reporting person received 5,847 shares of common stock upon the net exercise of the 25,508 SARS. The reporting person forfeited 13,236 shares of common stock underlying the SARS in payment of the exercise price and 6,425 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 17, 2018 of $55.11.
F12: These SARS were previously reported as covering 120,000 shares at an exercise price of $20.67 per share, but were adjusted to reflect the stock
split that occurred on May 14, 2018.
F13: These SARS were previously reported as covering 66,366 shares at an exercise price of $22.94 per share, but were adjusted to reflect the stock
split that occurred on May 14, 2018.
F14: These SARS were previously reported as covering 58,009 shares at an exercise price of $53.29 per share, but were adjusted to reflect the stock
split that occurred on May 14, 2018.
F15: These SARS were previously reported as covering 118,426 shares at an exercise price of $44.79 per share, but were adjusted to reflect the stock
split that occurred on May 14, 2018.
F16: These SARS were previously reported as covering 54,661 shares at an exercise price of $79.58 per share, but were adjusted to reflect the stock
split that occurred on May 14, 2018.
F17: These SARS were previously reported as covering 83,402 shares at an exercise price of $59.98 per share, but were adjusted to reflect the stock
split that occurred on May 14, 2018.
F18: These SARS were previously reported as covering 122,349 shares at an exercise price of $30.44 per share, but were adjusted to reflect the stock
split that occurred on May 14, 2018.
F19: These SARS were previously reported as covering 83,250 shares at an exercise price of $47.80 per share, but were adjusted to reflect the stock
split that occurred on May 14, 2018.
F20: On May 9, 2016, the reporting person was granted 60,665 SARs. These SARs vested 20% each on May 9, 2017 and May 9, 2018, and 60% will vest on May 9, 2019.
F21: These SARS were previously reported as covering 60,665 shares at an exercise price of $62.51 per share, but were adjusted to reflect the stock
split that occurred on May 14, 2018.
F22: On February 27, 2017, the reporting person was granted 63,771 SARs. These SARs vested 20% on February 27, 2018 and 20% will vest on February 27, 2019 and 60% will vest on February 27, 2020.
F23: These SARS were previously reported as covering 63,771 shares at an exercise price of $57.19 per share, but were adjusted to reflect the stock
split that occurred on May 14, 2018.