HERBALIFE LTD. — Director's Dealing 2018

Aug 6, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE NUTRITION LTD. (HLF)
CIK: 0001180262
Period of Report: 2018-08-02

Reporting Person: Hoffman Alan L (EVP, Global Corporate Affairs)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-08-02	Common Stock	S	55576	$57.50	Disposed	3764	Direct
2018-08-02	Common Stock	M	26512	$15.22	Acquired	30276	Direct
2018-08-02	Common Stock	D	6991	$57.74	Disposed	23285	Direct
2018-08-02	Common Stock	F	9681	$57.74	Disposed	13604	Direct
2018-08-02	Common Stock	M	8734	$31.255	Acquired	22338	Direct
2018-08-02	Common Stock	D	4728	$57.74	Disposed	17610	Direct
2018-08-02	Common Stock	F	1987	$57.74	Disposed	15623	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-08-02	Stock Appreciation Rights	$15.22	M	26512	Disposed	2025-03-02	Common Stock (26512)	Direct
2018-08-02	Stock Appreciation Rights	$31.255	M	8734	Disposed	2026-05-09	Common Stock (8734)	Direct

Footnotes

F1: This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 18, 2018.

F2: On May 14, 2018, the common stock of Herbalife Nutrition Ltd. split 2-for-1, resulting in the reporting person's acquisition of 29,670 additional shares of common stock.

F3: The reporting person received 9,840 shares of common stock upon the net exercise of 26,512 stock appreciation rights ("SARS"). The reporting person forfeited 6,991 shares of common stock underlying the SARS in payment of the exercise price and 9,681 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on August 2, 2018 of $57.74.

F4: The reporting person received 2,019 shares of common stock upon the net exercise of 8,734 SARS. The reporting person forfeited 4,728 shares of common stock underlying the SARS in payment of the exercise price and 1,987 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on August 2, 2018 of $57.74.

F5: 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.

F6: These SARS were previously reported as covering 21,834 shares at an exercise price of $62.51 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.

F7: On May 9, 2016, the reporting person was granted 43,668 (post-split) Stock Appreciation Rights (SARs). These SARs vested 20% on May 9, 2017, 20% on May 9, 2018, and the remaining 60% will vest on May 9, 2019.