HERBALIFE LTD. — Director's Dealing 2021

Feb 23, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE NUTRITION LTD. (HLF)
CIK: 0001180262
Period of Report: 2021-02-19

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-19	Common Stock	A	10345	$0.00	Acquired	37633	Direct
2021-02-20	Common Stock	F	1242	$48.33	Disposed	36391	Direct
2021-02-21	Common Stock	F	838	$48.33	Disposed	35553	Direct
2021-02-19	Common Stock	A	4758	$0.00	Acquired	18577	Indirect
2021-02-20	Common Stock	F	572	$48.33	Disposed	18005	Indirect
2021-02-21	Common Stock	F	570	$48.33	Disposed	17435	Indirect

Footnotes

F1: Consists of restricted stock units ("RSUs") granted under the Herbalife Ltd. 2014 Stock Incentive Plan. The RSUs will vest 20% on February 19, 2022, 20% on February 19, 2023, and 60% on February 19, 2024, subject to continued service through each vesting date.

F2: Units withheld to satisfy tax withholding obligations due in connection with the vesting of RSUs previously granted to the Reporting Person on February 20, 2020.

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

F4: Units withheld to satisfy tax withholding obligations due in connection with the vesting of RSUs previously granted to the Reporting Person's Wife on February 20, 2020.

F5: Units withheld to satisfy tax withholding obligations due in connection with the vesting of RSUs previously granted to the Reporting Person's Wife on February 21, 2019.