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HERBALIFE LTD. Director's Dealing 2019

May 10, 2019

32337_dirs_2019-05-10_960f214f-e08a-416e-9601-72f04802dd30.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: 2019-05-01

Reporting Person: Irani Jehangir D (Principal Accounting Officer)

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 5785 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Appreciation Rights $31.255 2026-05-09 Common Stock (4282) Direct
Stock Appreciation Rights $33.545 2026-08-05 Common Stock (1636) Direct
Stock Appreciation Rights $28.595 2027-02-27 Common Stock (6354) Direct

Footnotes

F1: Balance includes 5,003 unvested restricted stock units ("RSUs") previously granted to the Reporting Person. On February 26, 2018, the Reporting Person was granted an award of 2,780 RSUs, which number reflects the Issuer's 2-for-1 stock split on May 14, 2018. These RSUs vested 20% on February 26, 2019 and, subject to continued service, 20% will vest on February 26, 2020 and the remaining 60% will vest on February 26, 2021. On February 21, 2019, the Reporting Person was granted 2,779 RSUs, which will vest 20% on February 21, 2020, 20% on February 21, 2021, and the remaining 60% on February 21, 2022, subject to continued service through each applicable date.

F2: On May 9, 2016, the Reporting Person was granted an award of 4,282 Stock Appreciation Rights ("SARs"), which number reflects the Issuer's 2-for-1 stock split on May 14, 2018. These SARs vested 20% on May 9, 2017, 20% on May 9, 2018 and 60% on May 9, 2019.

F3: On August 5, 2016, the Reporting Person was granted an award of 1,636 SARs, which number reflects the Issuer's 2-for-1 stock split on May 14, 2018. These SARs vested 20% on August 5, 2017, 20% on August 5, 2018 and the remaining 60% will vest on August 5, 2019, subject to continued service through such date.

F4: On February 27, 2017, the Reporting Person was granted an award of 6,354 SARs, which number reflects the Issuer's 2-for-1 stock split on May 14, 2018. These SARs vested 20% on February 27, 2018, 20% on February 27, 2019 and the remaining 60% will vest on February 27, 2020, subject to continued service through such date.