HERBALIFE LTD. — Director's Dealing 2019

May 13, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE NUTRITION LTD. (HLF)
CIK: 0001180262
Period of Report: 2019-05-09

Reporting Person: Hienrich Edi (SVP/Managing Director EMEA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-09	Common Stock	M	3930	$31.255	Acquired	12504	Indirect
2019-05-09	Common Stock	F	3192	$48.47	Disposed	9312	Indirect
2019-05-13	Common Stock	S	738	$47.62	Disposed	8574	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-09	Stock Appreciation Rights	$31.255	M	3930	Disposed	2026-05-09	Common Stock (3930)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	22246	Direct

Footnotes

F1: This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person's wife.

F2: The Reporting Person's wife received 738 shares of common stock upon the net exercise of 3,930 stock appreciation rights ("SARs"). She forfeited 2,535 shares of common stock underlying the SARs in payment of the exercise price and 657 shares of common stock underlying the SARs to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on May 9, 2019 of $48.47.

F3: These SARS were previously reported as 1,965 shares at an exercise price of $62.51 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.