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: PEZZULLO DAVID (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-08	Common Stock	M	20764	$26.645	Acquired	168737	Direct
2021-02-08	Common Stock	F	13743	$55.83	Disposed	154994	Direct
2021-02-08	Common Stock	M	6816	$33.85	Acquired	161810	Direct
2021-02-08	Common Stock	F	5061	$55.83	Disposed	156749	Direct
2021-02-08	Common Stock	M	29508	$39.79	Acquired	186257	Direct
2021-02-08	Common Stock	F	24579	$55.83	Disposed	161678	Direct
2021-02-08	Common Stock	M	43668	$31.255	Acquired	205346	Direct
2021-02-08	Common Stock	F	33978	$55.83	Disposed	171368	Direct
2021-02-08	Common Stock	M	45902	$28.595	Acquired	217270	Direct
2021-02-08	Common Stock	F	34614	$55.83	Disposed	182656	Direct
2021-02-08	Common Stock	A	35642	$0.00	Acquired	218298	Direct
2021-02-08	Common Stock	F	17672	$55.83	Disposed	200626	Direct
2021-02-10	Common Stock	S	5644	$56.7262	Disposed	194982	Direct
2021-02-10	Common Stock	S	15801	$57.6139	Disposed	179181	Direct
2021-02-10	Common Stock	S	13238	$58.354	Disposed	165943	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-08	Stock Appreciation Rights	$26.645	M	20764	Disposed	2021-05-18	Common Stock (20764)	Direct
2021-02-08	Stock Appreciation Rights	$33.85	M	6816	Disposed	2022-03-01	Common Stock (6816)	Direct
2021-02-08	Stock Appreciation Rights	$39.79	M	29508	Disposed	2023-12-19	Common Stock (29508)	Direct
2021-02-08	Stock Appreciation Rights	$31.255	M	43668	Disposed	2026-05-09	Common Stock (43668)	Direct
2021-02-08	Stock Appreciation Rights	$28.595	M	45902	Disposed	2027-02-27	Common Stock (45902)	Direct

Footnotes

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

F2: 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.

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

F4: This transaction was executed in multiple trades at prices ranging from $56.2100 to $56.9900. The price reported reflects the weighted average sale price of $56.7262. 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.

F5: This transaction was executed in multiple trades at prices ranging from $57.0900 to $57.9900. The price reported reflects the weighted average sale price of $57.6139. 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.

F6: This transaction was executed in multiple trades at prices ranging from $58.0000 to $58.6250. The price reported reflects the weighted average sale price of $58.3540. 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.

F7: Adjusted to reflect the Issuer's May 14, 2018 2-for-1 stock split. The stock appreciation rights ("SARs") were previously reported as covering
10,382 shares at an exercise price of $53.29 per share.

F8: 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.

F9: Adjusted to reflect the Issuer's May 14, 2018 2-for-1 stock split. The SARs were previously reported as covering 3,408 shares at an exercise price of $67.70 per share.

F10: The SARS were granted on March 1, 2012. 20% vested on March 1, 2013, 20% vested on March 1, 2014 and the remaining 60% vested on March 1, 2015.

F11: Adjusted to reflect the Issuer's May 14, 2018 2-for-1 stock split. The SARs were previously reported as covering 14,754 shares at an exercise price of $79.58 per share.

F12: The SARS were granted on December 19, 2013. 20% vested on June 21, 2014, 20% vested on June 21, 2015 and the remaining 60% vested on June 21, 2016.

F13: Adjusted to reflect the Issuer's May 14, 2018 2-for-1 stock split. The SARs were previously reported as covering 21,834 shares at an exercise price of $62.51 per share.

F14: The SARS were granted on May 9, 2016. 20% vested on May 9, 2017, 20% vested on May 9, 2018 and the remaining 60% vested on May 9, 2019.

F15: Adjusted to reflect the Issuer's May 14, 2018 2-for-1 stock split. The SARs were previously reported as covering 22,951 shares at an exercise price of $57.19 per share.

F16: The SARS were granted on February 27, 2017. 20% vested on February 27, 2018, 20% vested on February 27, 2019 and the remaining 60% vested on February 27, 2020.