SEC Form 4 · accession 0001209191-16-137082
HERBALIFE LTD. · HLF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ibelis Fleming
Officer — SVP/Managing Dir North America
Period of report
Aug 11, 2016
Accepted (ET)
Aug 15, 2016 · 7:31 pm EDT
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 StockF1 | Aug 11, 2016 | M | 10,000 | $6.82 | A | 14,143 | D | |
| Common Stock | Aug 11, 2016 | D | 1,050 | $65.00 | D | 13,093 | D | |
| Common Stock | Aug 11, 2016 | F | 3,364 | $65.00 | D | 9,729 | D | |
| Common StockF3 | Aug 11, 2016 | S | 4,143 | $64.81 | D | 5,586 | D | |
| Common StockF4 | Aug 15, 2016 | S | 5,586 | $64.89 | D | 0 | D |
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 | $6.82 | Aug 11, 2016 | M | 10,000 | D | Feb 27, 2012 | Feb 27, 2019 | Common Stock | 10,000 | 0 | D |
Explanation of responses
- F1The total number of shares has been adjusted to include 785 shares inadvertently omitted from prior reports.
- F2The reporting person received 5,586 shares of common stock upon the net exercise of 10,000 stock appreciation rights ("SARs"). The reporting person forfeited 1,050 shares of common stock underlying the SARs in payment of the exercise price and 3,364 shares of common stock underlying the SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on August 11, 2016 of $65.00.
- F3This transaction was executed in multiple trades at prices ranging from $64.73 to $64.95. The price reported reflects the weighted average sale price of $64.81. The reporting person hereby undertakes to provide upon request by the staff of the Securities and Exchange Commission (the "Staff"), the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
- F4This transaction was executed in multiple trades at prices ranging from $64.82 to $65.01. The price reported reflects the weighted average sale price of $64.89. The reporting person hereby undertakes to provide upon request by the Staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.