HERBALIFE LTD. — Director's Dealing 2022

Dec 27, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HERBALIFE NUTRITION LTD. (HLF)
CIK: 0001180262
Period of Report: 2022-12-22

Reporting Person: JOHNSON MICHAEL (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-12-22	Common Stock	A	346020	$0.00	Acquired	621082	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-12-22	Stock Appreciation Rights	$14.45	A	783699	Acquired	2032-12-22	Common Stock (783699)	Direct

Footnotes

F1: Consists of restricted stock units ("RSUs") granted under the Herbalife Ltd. 2014 Stock Incentive Plan. The RSUs will vest 50% on December 22, 2023, and December 22, 2024, subject to certain terms and conditions of his continuing service as CEO and/or member of the Board.

F2: On December 22, 2022, the reporting person was granted 783,699 SARs. These SARs will vest 100% on December 22, 2024, subject to certain terms and conditions of his continuing service as CEO and/or member of the Board.