SEC Form 4 · accession 0001209191-17-031676
HERBALIFE LTD. · HLF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Edi Hienrich
Officer — SVP/Managing Director EMEA
Period of report
May 9, 2017
Accepted (ET)
May 11, 2017 · 8:33 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 StockF2 | May 9, 2017 | M | 24,000 | $15.14 | A | 29,488 | D | |
| Common Stock | May 9, 2017 | D | 4,991 | $72.81 | D | 24,497 | D | |
| Common Stock | May 9, 2017 | F | 10,378 | $72.81 | D | 14,119 | D | |
| Common Stock | May 9, 2017 | S | 5,488 | $73.00 | D | 8,631 | D | |
| Common StockF4 | May 11, 2017 | S | 8,631 | $71.74 | 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 | $15.14 | May 9, 2017 | M | 24,000 | D | Aug 31, 2012 | Aug 31, 2019 | Common Stock | 24,000 | 0 | D |
Explanation of responses
- F1The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 8, 2016.
- F2The total number of shares has been adjusted to include 4,628 shares inadvertently omitted from prior reports.
- F3The reporting person received 8,631 shares of common stock upon the net exercise of the 24,000 stock appreciation rights ("SARS"). The reporting person forfeited 4,991 shares of common stock underlying the SARS in payment of the exercise price and 10,378 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on May 9, 2017 of $72.81.
- F4This transaction was executed in multiple trades at prices ranging from $71.31 to $72.27. The price reported above reflects the average sale price of $72.27. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.