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: 2019-02-21

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-21	Common Stock	A	8907	$0.00	Acquired	23395	Direct
2019-02-21	Common Stock	A	6056	$0.00	Acquired	8836	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-22	Common Stock	$31.255	A	20154	Acquired	2026-05-09	Common Stock (20154)	Direct
2019-02-22	Common Stock	$28.595	A	7062	Acquired	2027-02-27	Common Stock (7062)	Direct

Footnotes

F1: Consists of restricted stock units ("RSUs") granted under the Herbalife Ltd. 2014 Stock Incentive Plan. The RSUs will vest 20% on February 21, 2020, 20% on February 21, 2021, and 60% on February 21, 2022, subject to continued service through each applicable date.

F2: Reflects 7,244 additional shares of common stock, after giving effect to the Issuer's 2-for-1 stock split on May 14, 2018.

F3: On May 9, 2016, the Reporting Person was granted an award of 33,590 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, 20,154 PSARs will vest on May 9, 2019, subject to continued service through each applicable date.

F4: On February 27, 2017, the Reporting Person was granted an award of 35,310 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, 7,062 PSARs will vest on February 27, 2019, subject to continued service through each applicable date.