HERBALIFE LTD. — Director's Dealing 2019

Feb 14, 2019

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE NUTRITION LTD. (HLF)
CIK: 0001180262
Period of Report: 2018-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-02	Common Stock	M	4404	$30.44	Acquired	2780	Indirect
2018-03-02	Common Stock	F	2919	$94.72	Disposed	2780	Indirect
2018-03-02	Common Stock	S	104	$91.77	Disposed	2780	Indirect
2018-03-02	Common Stock	S	183	$93.00	Disposed	2780	Indirect
2018-03-06	Common Stock	S	1485	$95.57	Disposed	2780	Indirect
2018-05-09	Common Stock	M	655	$62.51	Acquired	2780	Indirect
2018-05-09	Common Stock	F	526	$111.17	Disposed	2780	Indirect
2018-05-11	Common Stock	S	129	$111.46	Disposed	2780	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-02	Stock Appreciation Rights	$30.44	M	4404	Disposed	2025-03-02	Common Stock (4404)	Indirect
2018-05-09	Stock Appreciation Rights	$62.51	M	655	Disposed	2026-05-09	Common Stock (655)	Indirect

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 1,485 shares of common stock upon the net exercise of 4,404 stock appreciation rights ("SARS"). The Reporting Person's wife forfeited 1,416 shares of common stock underlying the SARS in payment of the exercise price and 1,503 shares of common stock underlying the SARS to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on March 2, 2018 of $94.72. Since this transaction took place prior to the Issuer's 2-for-1 stock split on May 14, 2018, share numbers, market prices and exercise prices are provided without giving effect to the stock split.

F3: Balance reflects the amount of securities beneficially owned indirectly as of December 31, 2018, after giving effect to the Issuer's 2-for-1 stock split on May 14, 2018.

F4: Since this transaction took place prior to the Issuer's 2-for-1 stock split on May 14, 2018, share numbers and market price are provided without giving effect to the stock split.

F5: The Reporting Person's wife received 129 shares of common stock upon the net exercise of 655 SARS. The Reporting Person's wife forfeited 369 shares of common stock underlying the SARS in payment of the exercise price and 157 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, 2018 of $111.17. Since this transaction took place prior to the Issuer's 2-for-1 stock split on May 14, 2018, share numbers, market prices and exercise prices are provided without giving effect to the stock split.

F6: On May 9, 2016, the Reporting Person's wife was granted 3,275 SARS (prior to giving effect to the Issuer's 2-for-1 stock split on May 14, 2018). These SARS vested 20% each on May 9, 2017 and May 9, 2018, and the remaining 60% vests on May 9, 2019.

F7: Reflects share numbers after giving effect to the Issuer's 2-for-1 stock split on May 14, 2018.