HERBALIFE LTD. — Director's Dealing 2018

May 11, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE NUTRITION LTD. (HLF)
CIK: 0001180262
Period of Report: 2018-05-09

Reporting Person: Wang Henry C (EVP, General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-05-09	Common Stock	M	1506	$62.51	Acquired	3388	Direct
2018-05-09	Common Stock	D	847	$111.17	Disposed	2541	Direct
2018-05-09	Common Stock	F	327	$111.17	Disposed	2214	Direct
2018-05-11	Common Stock	S	332	$111.46	Disposed	1882	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-05-09	Stock Appreciation Rights	$62.51	M	1506	Disposed	2026-05-09	Common Stock (1506)	Direct

Footnotes

F1: This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 25, 2017.

F2: The reporting person received 332 shares of common stock upon the net exercise of 1,506 stock appreciation rights ("SARS"). The reporting person forfeited 847 shares of common stock underlying the SARS in payment of the exercise price and 327 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on May 9, 2018 of $111.17.

F3: On May 9, 2016, the reporting person was granted 7,532 SARs. These SARs vested 20% on each of May 9, 2017 and May 9, 2018, and the remaining 60% will vest on May 9, 2019.