HERBALIFE LTD. — Director's Dealing 2020

Feb 7, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE NUTRITION LTD. (HLF)
CIK: 0001180262
Period of Report: 2020-02-05

Reporting Person: PEZZULLO DAVID (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-05	Common Stock	A	15831	$0.00	Acquired	184287	Direct
2020-02-05	Common Stock	F	5568	$42.58	Disposed	178719	Direct

Footnotes

F1: Represents common stock earned by the Reporting Person in connection with the vesting of performance share units ("PSUs") granted under the Herbalife Ltd. 2014 Stock Incentive Plan based on pre-established performance goals for a 2017-2019 performance period.

F2: Balance reflects shares purchased through the Issuer's Herbalife Ltd. Employee Stock Purchase Plan since last reported on Form 4.

F3: Units withheld to satisfy the withholding tax obligations due in connection with the vesting of such PSUs.