SEC Form 4 · accession 0001209191-17-031677
HERBALIFE LTD. · HLF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jesus Alzarez
Officer — VP, General Manager, Mexico
Period of report
May 9, 2017
Accepted (ET)
May 11, 2017 · 8:34 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 Stock | May 9, 2017 | M | 873 | $62.51 | A | 873 | D | |
| Common Stock | May 9, 2017 | D | 750 | $72.81 | D | 123 | D | |
| Common Stock | May 9, 2017 | F | 44 | $72.81 | D | 79 | D | |
| Common Stock | May 9, 2017 | M | 3,464 | $59.98 | A | 3,543 | D | |
| Common Stock | May 9, 2017 | D | 2,854 | $72.81 | D | 689 | D | |
| Common Stock | May 9, 2017 | F | 214 | $72.81 | D | 475 | D | |
| Common Stock | May 9, 2017 | M | 1,957 | $30.44 | A | 2,432 | D | |
| Common Stock | May 9, 2017 | D | 819 | $72.81 | D | 1,613 | D | |
| Common Stock | May 9, 2017 | F | 399 | $72.81 | D | 1,214 | D | |
| Common StockF4 | May 11, 2017 | S | 1,214 | $71.53 | 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 RightsF5 | $62.51 | May 9, 2017 | M | 873 | D | May 9, 2017 | May 9, 2026 | Common Stock | 873 | 3,493 | D |
| Stock Appreciation Rights | $59.98 | May 9, 2017 | M | 3,464 | D | Apr 30, 2017 | Apr 30, 2024 | Common Stock | 3,464 | 0 | D |
| Stock Appreciation RightsF6 | $30.44 | May 9, 2017 | M | 1,957 | D | Mar 2, 2017 | Mar 2, 2025 | Common Stock | 1,957 | 5,873 | D |
Explanation of responses
- F1The reporting person received 79 shares of common stock upon the net exercise of the 873 stock appreciation rights ("SARs"). The reporting person forfeited 750 shares of common stock underlying Stock Appreciation Rights ("SARS") in payment of the exercise price and 44 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.
- F2The reporting person received 396 shares of common stock upon the net exercise of the 3,464 SARS. The reporting person forfeited 2,854 shares of common stock underlying the SARS in payment of the exercise price and 214 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.
- F3The reporting person received 739 shares of common stock upon the net exercise of the 1,957 SARS. The reporting person forfeited 819 shares of common stock underlying the SARS in payment of the exercise price and 399 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 $71.52 to $71.53. The price reported reflects the weighted average sale price of $71.5275. 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.
- F5Consists of 4,366 stock appreciation rights granted under the Herbalife Ltd. 2014 Stock Incentive Plan, of which 20% vested on May 9, 2017, 20% will vest on May 9, 2018, and the remaining 60% will vest on May 9, 2019.
- F6Consists of 9,787 stock appreciation rights granted under the Herbalife Ltd. 2014 Stock Incentive Plan, of which 20% vested on March 2, 2016, 20% vested on March 2, 2017, and the remaining 60% will vest on March 2, 2018.