SEC Form 4 · accession 0001209191-17-033945
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
May 17, 2017
Accepted (ET)
May 19, 2017 · 4:32 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 17, 2017 | M | 240,000 | $21.565 | A | 1,922,135 | D | |
| Common Stock | May 17, 2017 | D | 72,225 | $71.66 | D | 1,849,910 | D | |
| Common Stock | May 17, 2017 | F | 94,710 | $71.66 | D | 1,755,200 | D | |
| Common Stock | May 17, 2017 | M | 240,000 | $6.82 | A | 1,995,200 | D | |
| Common Stock | May 17, 2017 | D | 22,842 | $71.66 | D | 1,972,358 | D | |
| Common Stock | May 17, 2017 | F | 122,587 | $71.66 | D | 1,849,771 | D | |
| Common Stock | May 17, 2017 | M | 250,000 | $6.82 | A | 2,099,771 | D | |
| Common Stock | May 17, 2017 | D | 23,793 | $71.66 | D | 2,075,978 | D | |
| Common Stock | May 17, 2017 | F | 127,694 | $71.66 | D | 1,948,284 | D | |
| Common StockF4 | holding | — | — | — | 35,340 | 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 | $21.565 | May 17, 2017 | M | 240,000 | D | Feb 28, 2011 | Feb 28, 2018 | Common Stock | 240,000 | 0 | D |
| Stock Appreciation Right | $6.82 | May 17, 2017 | M | 240,000 | D | Feb 27, 2012 | Feb 27, 2019 | Common Stock | 240,000 | 0 | D |
| Stock Appreciation Right | $6.82 | May 17, 2017 | M | 250,000 | D | Feb 27, 2014 | Feb 27, 2019 | Common Stock | 250,000 | 0 | D |
Explanation of responses
- F1The reporting person received 73,065 shares of common stock upon the net exercise of the 240,000 stock appreciation rights ("SARS"). The reporting person forfeited 72,225 shares of common stock underlying the SARS in payment of the exercise price and 94,710 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on May 17, 2017 of $71.66.
- F2The reporting person received 94,571 shares of common stock upon the net exercise of the 240,000 SARS. The reporting person forfeited 22,842 shares of common stock underlying the SARS in payment of the exercise price and 122,587 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on May 17, 2017 of $71.66.
- F3The reporting person received 98,513 shares of common stock upon the net exercise of the 250,000 SARS. The reporting person forfeited 23,793 shares of common stock underlying the SARS in payment of the exercise price and 127,694 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on May 17, 2017 of $71.66.
- F4The total number of shares held indirectly in trust for child has been increased by 4,106 shares to include shares inadvertently excluded from previous reports.