SEC Form 4 · accession 0001209191-15-084523
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 10, 2015
Accepted (ET)
Dec 10, 2015 · 5:44 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 10, 2015 | M | 280,000 | $16.395 | A | 1,781,868 | D | |
| Common Stock | Dec 10, 2015 | D | 82,908 | $55.37 | D | 1,698,960 | D | |
| Common Stock | Dec 10, 2015 | F | 102,843 | $55.37 | D | 1,596,117 | D | |
| Common Stock | holding | — | — | — | 31,234 | I | by trust for child | |
| Common Stock | holding | — | — | — | 113,122 | I | Beneficially owned through Michael O. Johnson IRA |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Appreciation Rights | $16.395 | Dec 10, 2015 | M | 280,000 | D | Mar 23, 2011 | Mar 23, 2016 | Common Stock | 280,000 | 0 | D |
Explanation of responses
- F1The reporting person received 94,249 shares of common stock upon the net exercise of the 280,000 stock appreciation rights ("SARS"). The reporting person forfeited 82,908 shares of common stock underlying the SARS in payment of the exercise price and 102,843 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on December 10, 2015 of $55.37.
Remarks
Exhibit List: Exhibit 24 - Limited Power of Attorney