SEC Form 4 · accession 0001209191-17-031678
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
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 | 4,874 | $22.94 | A | 4,874 | D | |
| Common Stock | May 9, 2017 | D | 1,536 | $72.81 | D | 3,338 | D | |
| Common Stock | May 9, 2017 | F | 1,255 | $72.81 | D | 2,083 | D | |
| Common Stock | May 9, 2017 | M | 8,000 | $32.67 | A | 10,083 | D | |
| Common Stock | May 9, 2017 | D | 3,590 | $72.81 | D | 6,493 | D | |
| Common Stock | May 9, 2017 | F | 1,667 | $72.81 | D | 4,826 | D | |
| Common Stock | May 9, 2017 | M | 13,050 | $30.44 | A | 17,876 | D | |
| Common Stock | May 9, 2017 | D | 5,456 | $72.81 | D | 12,420 | D | |
| Common Stock | May 9, 2017 | F | 3,964 | $72.81 | D | 8,456 | D | |
| Common StockF4 | May 11, 2017 | S | 8,456 | $71.54 | 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 | $22.94 | May 9, 2017 | M | 4,874 | D | May 7, 2013 | May 7, 2020 | Common Stock | 4,874 | 0 | D |
| Stock Appreciation Rights | $32.665 | May 9, 2017 | M | 8,000 | D | Jan 31, 2014 | Jan 31, 2021 | Common Stock | 8,000 | 0 | D |
| Stock Appreciation RightsF5 | $30.44 | May 9, 2017 | M | 13,050 | D | Mar 2, 2017 | Mar 2, 2025 | Common Stock | 13,050 | 19,576 | D |
Explanation of responses
- F1The reporting person received 2,083 shares of common stock upon the net exercise of the 4,874 stock appreciation rights ("SARs"). The reporting person forfeited 1,536 shares of common stock underlying the SARS in payment of the exercise price and 1,255 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 2,743 shares of common stock upon the net exercise of the 8,000 SARS. The reporting person forfeited 3,590 shares of common stock underlying the SARS in payment of the exercise price and 1,667 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 3,630 shares of common stock upon the net exercise of the 13,050 SARS. The reporting person forfeited 5,456 shares of common stock underlying the SARS in payment of the exercise price and 3,964 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 $71.37 to $71.67. The price reported reflects the weighted average sale price of $71.5345. 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 32,626 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.