HERBALIFE LTD. — Director's Dealing 2022

Nov 3, 2022

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: HERBALIFE NUTRITION LTD. (HLF)
CIK: 0001180262
Period of Report: 2022-10-31

Reporting Person: WindAcre Partnership Master Fund, LP (10% Owner)
Reporting Person: WindAcre General Partner LP (10% Owner)
Reporting Person: WINDACRE PARTNERSHIP LLC (10% Owner)
Reporting Person: Amin Snehal (10% Owner)
Reporting Person: WAPGP LLC (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares	9983500	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Total Return Swap	$		Common Shares (4839200)		Direct

Footnotes

F1: The securities are owned directly by The WindAcre Partnership Master Fund, LP (the "Master Fund") and may be deemed to be indirectly beneficially owned by (i) The WindAcre Partnership LLC, the investment adviser to the Master Fund, (ii) The WindAcre General Partner LP and The WAPGP LLC, the general partners of the Master Fund, and (iii) Snehal Amin, the managing member of The WindAcre Partnership LLC and The WAPGP LLC.

F2: The WindAcre Partnership Master Fund, LP (the "Master Fund") has entered into certain cash-settled total return swap agreements (the "Swap Agreements"), which represent economic exposure to an aggregate of 4,839,200 notional shares of HLF ordinary shares. The Swap Agreements provide the Master Fund with economic results that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the securities that are referenced by the Swap Agreements (the "Subject Shares"). Additionally, under the Swap Agreements, the Master Fund will pay the counterparty interest on the purchase price notional share value, at a rate tied to a market index