HERBALIFE LTD. — Director's Dealing 2018

Jun 18, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE NUTRITION LTD. (HLF)
CIK: 0001180262
Period of Report: 2018-06-14

Reporting Person: LEVY ROBERT (EVP, The Americas)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-06-14	Common Stock	M	10008	$29.99	Acquired	522996	Direct
2018-06-14	Common Stock	D	5559	$54.00	Disposed	517437	Direct
2018-06-14	Common Stock	F	2343	$54.00	Disposed	515094	Direct
2018-06-14	Common Stock	M	21206	$15.22	Acquired	536300	Direct
2018-06-14	Common Stock	D	5977	$54.00	Disposed	530323	Direct
2018-06-14	Common Stock	F	8019	$54.00	Disposed	522304	Direct
2018-06-18	Common Stock	S	9316	$54.00	Disposed	512988	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-06-14	Stock Appreciation Rights	$29.99	M	10008	Disposed	2024-04-30	Common Stock (10008)	Direct
2018-06-14	Stock Appreciation Rights	$15.22	M	21206	Disposed	2025-03-02	Common Stock (21206)	Direct

Footnotes

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

F2: The reporting person received 2,106 shares of common stock upon the net exercise of 10,008 stock appreciation rights ("SARs"). The reporting person forfeited 5,559 shares of common stock underlying such SARs in payment of the exercise price and 2,343 shares of common stock underlying such SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on June 14, 2018 of $54.00.

F3: The reporting person received 7,210 shares of common stock upon the net exercise of 21,206 SARs. The reporting person forfeited 5,977 shares of common stock underlying such SARs in payment of the exercise price and 8,019 shares of common stock underlying such SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on June 14, 2018 of $54.00.

F4: These SARs were previously reported as covering 5,004 shares at an exercise price of $59.98 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.

F5: These SARS were previously reported as covering 10,603 shares at an exercise price of $30.44 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.