HERBALIFE LTD. — Director's Dealing 2018

Sep 18, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE NUTRITION LTD. (HLF)
CIK: 0001180262
Period of Report: 2018-09-14

Reporting Person: PEZZULLO DAVID (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-09-14	Common Stock	S	33070	$55.64	Disposed	157940	Direct
2018-09-14	Common Stock	M	63934	$22.40	Acquired	221874	Direct
2018-09-14	Common Stock	D	25743	$55.62	Disposed	196131	Direct
2018-09-14	Common Stock	F	18936	$55.62	Disposed	177195	Direct
2018-09-14	Common Stock	M	37528	$29.99	Acquired	214723	Direct
2018-09-14	Common Stock	D	20235	$55.62	Disposed	194488	Direct
2018-09-14	Common Stock	F	8574	$55.62	Disposed	185914	Direct
2018-09-14	Common Stock	M	106034	$15.22	Acquired	291948	Direct
2018-09-14	Common Stock	D	29016	$55.62	Disposed	262932	Direct
2018-09-14	Common Stock	F	38187	$55.62	Disposed	224745	Direct
2018-09-18	Common Stock	S	66805	$55.12	Disposed	157940	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-09-14	Stock Appreciation Rights	$22.40	M	63934	Disposed	2022-05-31	Common Stock (63934)	Direct
2018-09-14	Stock Appreciation Rights	$29.99	M	37528	Disposed	2024-04-30	Common Stock (37528)	Direct
2018-09-14	Stock Appreciation Rights	$15.22	M	106034	Disposed	2025-03-02	Common Stock (106034)	Direct

Footnotes

F1: This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 6, 2018.

F2: This transaction was executed in multiple trades at prices ranging from $55.06 to $56.04. The price reported reflects the weighted average sale price of $55.64. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F3: On May 14, 2018, the common stock of Herbalife Nutrition Ltd. split 2-for-1, resulting in the reporting person's acquisition of 95,505 additional shares of common stock.

F4: The reporting person received 19,255 shares of common stock upon the net exercise of 63,934 stock appreciation rights ("SARS"). The reporting person forfeited 25,743 shares of common stock underlying the SARS in payment of the exercise price and 18,936 shares of common stock underlying the SARS to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on September 14, 2018 of $55.62.

F5: The reporting person received 8,719 shares of common stock upon the net exercise of 37,528 SARS. The reporting person forfeited 20,235 shares of common stock underlying the SARS in payment of the exercise price and 8,574 shares of common stock underlying the SARS to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on September 14, 2018 of $55.62.

F6: The reporting person received 38,831 shares of common stock upon the net exercise of 106,034 SARS. The reporting person forfeited 29,016 shares of common stock underlying the SARS in payment of the exercise price and 38,187 shares of common stock underlying the SARS to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on September 14, 2018 of $55.62.

F7: This transaction was executed in multiple trades at prices ranging from $54.65 to $55.59. The price reported reflects the weighted average sale price of $55.12. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F8: These SARS were previously reported as covering 31,967 shares at an exercise price of $44.79 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.

F9: These SARS were previously reported as covering 18,764 shares at an exercise price of $59.98 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.

F10: These SARS were previously reported as covering 53,017 shares at an exercise price of $30.44 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.