SEC Form 4 · accession 0001209191-17-031681

HERBALIFE LTD. · HLF

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Calero Miguel Angel Fernandez

Officer — EVP, The Americas & WWD Ops

Period of report

May 9, 2017

Accepted (ET)

May 11, 2017 · 8:35 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
Common Stock	May 9, 2017	M	9,750	$53.29	A	22,275	D
Common Stock	May 9, 2017	D	7,137	$72.81	D	15,138	D
Common Stock	May 9, 2017	F	915	$72.81	D	14,223	D
Common Stock	May 9, 2017	M	19,672	$44.79	A	33,895	D
Common Stock	May 9, 2017	D	12,102	$72.81	D	21,793	D
Common Stock	May 9, 2017	F	2,650	$72.81	D	19,143	D
Common Stock	May 9, 2017	M	25,019	$59.98	A	44,162	D
Common Stock	May 9, 2017	D	20,612	$72.81	D	23,550	D
Common Stock	May 9, 2017	F	1,544	$72.81	D	22,006	D
Common Stock	May 9, 2017	M	21,206	$30.44	A	43,212	D
Common Stock	May 9, 2017	D	8,866	$72.81	D	34,346	D
Common Stock	May 9, 2017	F	4,320	$72.81	D	30,026	D
Common Stock	May 9, 2017	M	4,367	$62.51	A	34,393	D
Common Stock	May 9, 2017	D	3,750	$72.81	D	30,643	D
Common Stock	May 9, 2017	F	217	$72.81	D	30,426	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	$53.29	May 9, 2017	M	9,750	D	May 18, 2014	May 18, 2021	Common Stock	9,750	0	D
Stock Appreciation Rights	$44.79	May 9, 2017	M	19,672	D	May 31, 2015	May 31, 2022	Common Stock	19,672	0	D
Stock Appreciation Rights	$59.98	May 9, 2017	M	25,019	D	Apr 30, 2017	Apr 30, 2024	Common Stock	25,019	0	D
Stock Appreciation Rights^F6	$30.44	May 9, 2017	M	21,206	D	Mar 2, 2017	Mar 2, 2025	Common Stock	21,206	31,811	D
Stock Appreciation Rights^F7	$62.51	May 9, 2017	M	4,367	D	May 9, 2017	May 9, 2026	Common Stock	4,367	17,467	D

Explanation of responses

F1The reporting person received 1,698 shares of common stock upon the net exercise of the 9,750 stock appreciation rights ("SARS"). The reporting person forfeited 7,137 shares of common stock underlying the SARS in payment of the exercise price and 915 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 4,920 shares of common stock upon the net exercise of the 19,672 SARS. The reporting person forfeited 12,102 shares of common stock underlying the SARS in payment of the exercise price and 2,650 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 2,863 shares of common stock upon the net exercise of the 25,019 SARS. The reporting person forfeited 20,612 shares of common stock underlying the SARS in payment of the exercise price and 1,544 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.
F4The reporting person received 8,020 shares of common stock upon the net exercise of the 21,206 SARS. The reporting person forfeited 8,866 shares of common stock underlying the SARS in payment of the exercise price and 4,320 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.
F5The reporting person received 400 shares of common stock upon the net exercise of the 4,367 SARS. The reporting person forfeited 3,750 shares of common stock underlying the SARS in payment of the exercise price and 217 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.
F6Consists of 53,017 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.
F7Consists of 21,834 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.