HERBALIFE LTD. — Director's Dealing 2020

Feb 24, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE NUTRITION LTD. (HLF)
CIK: 0001180262
Period of Report: 2020-02-20

Reporting Person: LEVY ROBERT (EVP, The Americas)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-20	Common Stock	A	4293	$0.00	Acquired	521053	Direct
2020-02-21	Common Stock	F	237	$37.45	Disposed	520816	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-21	Stock Appreciation Rights	$28.595	A	27542	Acquired	2027-02-27	Common Stock (27542)	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 20, 2021, 20% on February 20, 2022, and 60% on February 20, 2023, subject to continued service through each applicable date.

F2: Amount reflected corrects the balance due to prior administrative error.

F3: Units withheld to satisfy the withholding tax obligations due in connection with the vesting of restricted stock units previously granted to the Reporting Person on February 21, 2019.

F4: On February 27, 2017, the Reporting Person was granted an award of 45,902 PSARs (number adjusted to reflect the Issuer's 2-for-1 stock split on May 14, 2018). The amount and timing of the vesting of these PSARs was dependent upon achievement by the Issuer of certain performance criteria for each of fiscal 2017, 2018 and 2019. With the satisfaction of the performance criteria for fiscal 2019, 27,542 PSARs will vest on February 27, 2020, subject to continued service through each applicable date.