HERBALIFE LTD. — Director's Dealing 2021

Feb 10, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE NUTRITION LTD. (HLF)
CIK: 0001180262
Period of Report: 2021-02-08

Reporting Person: DeSimone John (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-08	Common Stock	A	38018	$0.00	Acquired	64844	Direct
2021-02-08	Common Stock	F	16226	$55.83	Disposed	48618	Direct
2021-02-08	Common Stock	S	7569	$56.00	Disposed	138401	Indirect
2021-02-09	Common Stock	S	65416	$56.0006	Disposed	72985	Indirect
2021-02-10	Common Stock	S	6180	$59.00	Disposed	66805	Indirect

Footnotes

F1: Represents common shares 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 2018-2020 performance period.

F2: Units withheld to satisfy tax withholding obligations in connection with the vesting of PSUs.

F3: This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Trust.

F4: This transaction was executed in multiple trades at prices ranging from $56.00 to $56.005. The price reported reflects the weighted average sale price of $56.0006. 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.