HERBALIFE LTD. — Director's Dealing 2021

Feb 16, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE NUTRITION LTD. (HLF)
CIK: 0001180262
Period of Report: 2021-02-11

Reporting Person: LEVY ROBERT (EVP, WW Affairs & Latin Am.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-11	Common Stock	M	41666	$26.645	Acquired	570774	Direct
2021-02-11	Common Stock	F	30538	$56.66	Disposed	540236	Direct
2021-02-16	Common Stock	S	11128	$55.4606	Disposed	529108	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-11	Stock Appreciation Rights	$26.645	M	41666	Disposed	2021-05-18	Common Stock (41666)	Direct

Footnotes

F1: This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

F2: This transaction was executed in multiple trades at prices ranging from $55.12 to $55.74. The price reported reflects the weighted average sale price of $55.4606. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.

F3: Adjusted to reflect the Issuer's May 14, 2018 2-for-1 stock split. The stock appreciation rights ("SARs") were previously reported as covering
20,833 shares at an exercise price of $53.29 per share.

F4: The SARS were granted on May 18, 2011. 20% vested on May 18, 2012, 20% vested on May 18, 2013 and the remaining 60% vested on May 18, 2014.