HERBALIFE LTD. — Director's Dealing 2018

Sep 14, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE NUTRITION LTD. (HLF)
CIK: 0001180262
Period of Report: 2018-09-13

Reporting Person: DeSimone John (Co-President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-09-13	Common Stock	M	100000	$3.41	Acquired	164794	Direct
2018-09-13	Common Stock	D	6102	$55.89	Disposed	158692	Direct
2018-09-13	Common Stock	F	49438	$55.89	Disposed	109254	Direct
2018-09-13	Common Stock	M	160000	$10.33	Acquired	269254	Direct
2018-09-13	Common Stock	D	29580	$55.89	Disposed	239674	Direct
2018-09-13	Common Stock	F	68667	$55.89	Disposed	171007	Direct
2018-09-13	Common Stock	M	60932	$11.47	Acquired	231939	Direct
2018-09-13	Common Stock	D	12505	$55.89	Disposed	219434	Direct
2018-09-13	Common Stock	F	25497	$55.89	Disposed	193937	Direct
2018-09-13	Common Stock	M	83334	$26.65	Acquired	277271	Direct
2018-09-13	Common Stock	D	39729	$55.89	Disposed	237542	Direct
2018-09-13	Common Stock	F	22959	$55.89	Disposed	214583	Direct
2018-09-13	Common Stock	M	158950	$22.40	Acquired	373533	Direct
2018-09-13	Common Stock	D	63691	$55.89	Disposed	309842	Direct
2018-09-13	Common Stock	F	50154	$55.89	Disposed	259688	Direct
2018-09-13	Common Stock	M	90798	$39.79	Acquired	350486	Direct
2018-09-13	Common Stock	D	64643	$55.89	Disposed	285843	Direct
2018-09-13	Common Stock	F	13773	$55.89	Disposed	272070	Direct
2018-09-13	Common Stock	M	115472	$29.99	Acquired	387542	Direct
2018-09-13	Common Stock	D	61964	$55.89	Disposed	325578	Direct
2018-09-13	Common Stock	F	28175	$55.89	Disposed	297403	Direct
2018-09-13	Common Stock	M	179444	$15.22	Acquired	476847	Direct
2018-09-13	Common Stock	D	48869	$55.89	Disposed	427978	Direct
2018-09-13	Common Stock	F	68751	$55.89	Disposed	359227	Direct
2018-09-13	Common Stock	M	100000	$23.90	Acquired	459227	Direct
2018-09-13	Common Stock	D	42764	$55.89	Disposed	416463	Direct
2018-09-13	Common Stock	F	30138	$55.89	Disposed	386325	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-09-13	Stock Appreciation Rights	$3.41	M	100000	Disposed	2019-02-27	Common Stock (100000)	Direct
2018-09-13	Stock Appreciation Rights	$10.33	M	160000	Disposed	2020-01-04	Common Stock (160000)	Direct
2018-09-13	Stock Appreciation Rights	$11.47	M	60932	Disposed	2020-05-07	Common Stock (60932)	Direct
2018-09-13	Stock Appreciation Rights	$26.65	M	83334	Disposed	2021-05-18	Common Stock (83334)	Direct
2018-09-13	Stock Appreciation Rights	$22.40	M	158950	Disposed	2022-05-31	Common Stock (158950)	Direct
2018-09-13	Stock Appreciation Rights	$39.79	M	90798	Disposed	2023-12-19	Common Stock (90798)	Direct
2018-09-13	Stock Appreciation Rights	$29.99	M	115472	Disposed	2024-04-30	Common Stock (115472)	Direct
2018-09-13	Stock Appreciation Rights	$15.22	M	179444	Disposed	2025-03-02	Common Stock (179444)	Direct
2018-09-13	Stock Appreciation Rights	$23.90	M	100000	Disposed	2025-05-07	Common Stock (100000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10100	Indirect

Footnotes

F1: The reporting person received 44,460 shares of common stock upon the net exercise of 100,000 stock appreciation rights ("SARS"). The reporting person forfeited 6,102 shares of common stock underlying the SARS in payment of the exercise price and 49,438 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 13, 2018 of $55.89.

F2: On May 14, 2018, the common stock of Herbalife Nutrition Ltd. split 2-for-1, resulting in the reporting person's acquisition of 32,397 additional shares of common stock.

F3: The reporting person received 61,753 shares of common stock upon the net exercise of 160,000 SARS. The reporting person forfeited 29,580 shares of common stock underlying the SARS in payment of the exercise price and 68,667 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 13, 2018 of $55.89.

F4: The reporting person received 22,930 shares of common stock upon the net exercise of 60,932 SARS. The reporting person forfeited 12,505 shares of common stock underlying the SARS in payment of the exercise price and 25,497 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 13, 2018 of $55.89.

F5: The reporting person received 20,646 shares of common stock upon the net exercise of 83,334 SARS. The reporting person forfeited 39,729 shares of common stock underlying the SARS in payment of the exercise price and 22,959 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 13, 2018 of $55.89.

F6: The reporting person received 45,105 shares of common stock upon the net exercise of 158,950 SARS. The reporting person forfeited 63,691 shares of common stock underlying the SARS in payment of the exercise price and 50,154 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 13, 2018 of $55.89.

F7: The reporting person received 12,382 shares of common stock upon the net exercise of 90,798 SARS. The reporting person forfeited 64,643 shares of common stock underlying the SARS in payment of the exercise price and 13,773 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 13, 2018 of $55.89.

F8: The reporting person received 25,333 shares of common stock upon the net exercise of 115,472 SARS. The reporting person forfeited 61,964 shares of common stock underlying the SARS in payment of the exercise price and 28,175 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 13, 2018 of $55.89.

F9: The reporting person received 61,824 shares of common stock upon the net exercise of 179,444 SARS. The reporting person forfeited 48,869 shares of common stock underlying the SARS in payment of the exercise price and 68,751 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 13, 2018 of $55.89.

F10: The reporting person received 27,098 shares of common stock upon the net exercise of 100,000 SARS. The reporting person forfeited 42,764 shares of common stock underlying the SARS in payment of the exercise price and 30,138 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 13, 2018 of $55.89.

F11: On May 14, 2018, the common stock of Herbalife Nutrition Ltd. split 2-for-1, resulting in the reporting person's acquisition of 5,050 additional shares of common stock.

F12: These SARS were previously reported as covering 75,000 shares at an exercise price of $6.81 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.

F13: These SARS were previously reported as covering 80,000 shares at an exercise price of $20.665 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.

F14: These SARS were previously reported as covering 38,082 shares at an exercise price of $22.94 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.

F15: These SARS were previously reported as covering 41,667 shares at an exercise price of $53.29 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.

F16: These SARS were previously reported as covering 79,475 shares at an exercise price of $44.79 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.

F17: These SARS were previously reported as covering 45,399 shares at an exercise price of $79.58 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.

F18: These SARS were previously reported as covering 57,736 shares at an exercise price of $59.98 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.

F19: These SARS were previously reported as covering 89,722 shares at an exercise price of $30.44 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.

F20: These SARS were previously reported as covering 50,000 shares at an exercise price of $47.80 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.