HERBALIFE LTD. — Director's Dealing 2019

Feb 25, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE NUTRITION LTD. (HLF)
CIK: 0001180262
Period of Report: 2019-02-22

Reporting Person: Walsh Des (Executive Vice Chairman)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-22	Stock Appreciation Rights	$31.255	A	72798	Acquired	2026-05-09	Common Stock (72798)	Direct
2019-02-22	Stock Appreciation Rights	$28.595	A	25508	Acquired	2027-02-27	Common Stock (25508)	Direct

Footnotes

F1: On May 9, 2016, the Reporting Person was granted an award of 121,330 performance stock appreciation rights ("PSARs"), which number reflects the Issuer's 2-for-1 stock split on May 14, 2018. The amount and timing of the vesting of these PSARs is dependent upon achievement by the Issuer of certain performance criteria for each of fiscal 2016, 2017 and 2018. As the performance criteria for 2018 has been satisfied, 72,798 PSARs will vest on May 9, 2019, subject to continued service through each applicable date.

F2: On February 27, 2017, the Reporting Person was granted an award of 127,542 PSARs, which number reflects the Issuer's 2-for-1 stock split on May 14, 2018. The amount and timing of the vesting of these PSARs is dependent upon achievement by the Issuer of certain performance criteria for each of fiscal 2017, 2018 and 2019. As the performance criteria for 2018 has been satisfied, 25,508 PSARs will vest on February 27, 2019, subject to continued service through each applicable date.