SEC Form 4 · accession 0001209191-17-016030
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
Feb 28, 2017
Accepted (ET)
Mar 1, 2017 · 5:30 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 | Feb 28, 2017 | M | 290,000 | $20.125 | A | 1,886,117 | D | |
| Common Stock | Feb 28, 2017 | D | 103,315 | $56.49 | D | 1,782,802 | D | |
| Common Stock | Feb 28, 2017 | F | 100,667 | $56.49 | D | 1,682,135 | 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 Right | $20.125 | Feb 28, 2017 | M | 290,000 | D | May 29, 2010 | May 29, 2017 | Common Stock | 290,000 | 0 | D |
Explanation of responses
- F1The reporting person received 86,018 shares of common stock upon the net exercise of the 290,000 stock appreciation rights ("SARS"). The reporting person forfeited 103,315 shares of common stock underlying the SARS in payment of the exercise price and 100,667 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on February 28, 2017 of $56.49.