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HERBALIFE LTD. Director's Dealing 2018

May 1, 2018

32337_dirs_2018-05-01_27cf1ec5-4d04-42c4-ac78-f661438c0167.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: HERBALIFE NUTRITION LTD. (HLF)
CIK: 0001180262
Period of Report: 2018-05-01

Reporting Person: Agwunobi John O (Co-President/Chief H&N Officer)

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 3707 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Appreciation Rights $54.75 2026-02-28 Common Stock (27662) Direct
Stock Appreciation Rights $57.19 2027-02-27 Common Stock (10593) Direct

Footnotes

F1: On February 26, 2018, the reporting person was granted 3,707 Restricted Stock Units ("RSUs"). These RSUs will vest 20% on each of February 26, 2019 and February 26, 2020, and 60% will vest on February 26, 2021.

F2: On February 29, 2016, the reporting person was granted 27,662 Stock Appreciation Rights ("SARs"). These SARs vested 20% on each of February 28, 2017 and February 28, 2018, and the remaining 60% will vest on February 28, 2019.

F3: On February 27, 2017, the reporting person was granted 10,593 SARs. These SARs vested 20% on February 27, 2018, will vest 20% on February 27, 2019, and the remaining 60% will vest on February 27, 2020.