SEC Form 5 · accession 0001209191-15-013804
HERBALIFE LTD. · HLF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Johnson
Officer — Chairman & CEO · Director
Period of report
Dec 31, 2014
Accepted (ET)
Feb 13, 2015 · 6:12 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001180262
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Dec 8, 2014 | G | 47,750 | $0.00 | D | 3,079 | I | by GRAT |
| Common StockF2 | Dec 8, 2014 | G | 2,053 | $0.00 | D | 1,026 | I | by GRAT |
| Common StockF3 | Dec 8, 2014 | G | 1,026 | $0.00 | D | 0 | I | by GRAT |
| Common Stock | Dec 8, 2014 | G | 47,750 | $0.00 | D | 3,079 | I | by spouse's GRAT |
| Common StockF4 | Dec 8, 2014 | G | 2,053 | $0.00 | D | 1,026 | I | by spouse's GRAT |
| Common StockF5 | Dec 8, 2014 | G | 1,026 | $0.00 | D | 0 | I | by spouse's GRAT |
| Common StockF3 | Dec 8, 2014 | G | 1,026 | $0.00 | A | 30,208 | I | by trust for child |
| Common StockF5 | Dec 8, 2014 | G | 1,026 | $0.00 | A | 31,234 | I | by trust for child |
| Common StocckF1 | holding | — | — | — | 1,235,274 | D | ||
| Common Stock | holding | — | — | — | 113,122 | I | Beneficially owned through Michael O. Johnson IRA |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The amount of securities beneficially owned directly by the reporting person has been increased by 95,500 shares to reflect the transfer on December 8, 2014 by the reporting person of 47,750 shares of Herbalife common stock, and the transfer by the reporting person's spouse on December 8, 2014 of 47,750 shares of Herbalife common stock, from each of their respective grantor retained annuity trusts to the Johnson Family Trust, a trust of which the reporting person is co-trustee and co-beneficiary.
- F2This transaction involved a gift of securities by the reporting person's grantor retained annuity trust to irrevocable trusts for the benefit of his children, who do not share the reporting person's household. The reporting person has no pecuniary interest in these shares.
- F3This transaction involved a gift of securities by the reporting person's grantor retained annuity trust to an irrevocable trust for the benefit of his daughter who shares the reporting person's household. The reporting person disclaims beneficial ownership of the shares held in this trust and this report should not be deemed an admission that the reporting person is the beneficial owner of the shares held in this trust for purposes of Section 16 or for any other purpose.
- F4This transaction involved a gift of securities from the reporting person's spouse's grantor retained annuity trust to irrevocable trusts for the benefit of their children who do not share the reporting person's household. The reporting person has no pecuniary interest in these shares.
- F5This transaction involved a gift of securities by the reporting person's spouse's grantor retained annuity trust to an irrevocable trust for the benefit of their daughter who shares the reporting person's household. The reporting person disclaims beneficial ownership of the shares held in this trust and this report should not be deemed an admission that the reporting person is the beneficial owner of the shares held in this trust for purposes of section 16 or any other purpose.