HERBALIFE LTD. — Director's Dealing 2018

Jun 11, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE NUTRITION LTD. (HLF)
CIK: 0001180262
Period of Report: 2018-06-07

Reporting Person: JOHNSON MICHAEL (Director, Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-06-07	Common Stock	M	384910	$29.99	Acquired	4513214	Direct
2018-06-07	Common Stock	D	221438	$52.13	Disposed	4291776	Direct
2018-06-07	Common Stock	F	86070	$52.13	Disposed	4205706	Direct
2018-06-07	Common Stock	M	815660	$15.22	Acquired	5021366	Direct
2018-06-07	Common Stock	D	238144	$52.13	Disposed	4783222	Direct
2018-06-07	Common Stock	F	304064	$52.13	Disposed	4479158	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-06-07	Stock Appreciation Rights	$29.99	M	384910	Disposed	2024-04-30	Common Stock (384910)	Direct
2018-06-07	Stock Appreciation Rights	$15.22	M	815660	Disposed	2025-03-02	Common Stock (815660)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	70680	Indirect
Common Stock	226244	Indirect

Footnotes

F1: On May 14, 2018, the common stock of Herbalife Nutrition Ltd. split 2-for-1, resulting in the reporting person's ownership of 2,064,152 additional shares of common stock.

F2: The reporting person received 77,402 shares of common stock upon the net exercise of 384,910 stock appreciation rights ("SARS"). The reporting person forfeited 221,438 shares of common stock underlying such SARS in payment of the exercise price and 86,070 shares of common stock underlying such SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on June 7, 2018 of $52.13.

F3: The reporting person received 273,452 shares of common stock upon the net exercise of 815,660 SARS. The reporting person forfeited 238,144 shares of common stock underlying such SARS in payment of the exercise price and 304,064 shares of common stock underlying such SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on June 7, 2018 of $52.13.

F4: On May 14, 2018, the common stock of Herbalife Nutrition Ltd. split 2-for-1, resulting in the reporting person's ownership of 35,340 additional shares of common stock.

F5: On May 14, 2018, the common stock of Herbalife Nutrition Ltd. split 2-for-1, resulting in the reporting person's ownership of 113,122 additional shares of common stock.

F6: These SARS were previously reported as covering 192,455 shares at an exercise price of $59.98 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.

F7: These SARS were previously reported as covering 407,830 shares at an exercise price of $30.44 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.