SEC Form 4 · accession 0001209191-17-065420
HERBALIFE LTD. · HLF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Johnson
Officer — Executive Chairman · Director
Period of report
Dec 11, 2017
Accepted (ET)
Dec 13, 2017 · 4:16 pm EST
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 | Dec 11, 2017 | M | 132,416 | $22.94 | A | 2,080,700 | D | |
| Common Stock | Dec 11, 2017 | D | 43,513 | $69.81 | D | 2,037,187 | D | |
| Common Stock | Dec 11, 2017 | F | 49,120 | $69.81 | D | 1,988,067 | D | |
| Common Stock | Dec 11, 2017 | M | 210,648 | $53.29 | A | 2,198,715 | D | |
| Common Stock | Dec 11, 2017 | D | 160,800 | $69.81 | D | 2,037,915 | D | |
| Common Stock | Dec 11, 2017 | F | 27,542 | $69.81 | D | 2,010,373 | D | |
| Common Stock | Dec 11, 2017 | M | 327,868 | $44.79 | A | 2,338,241 | D | |
| Common Stock | Dec 11, 2017 | D | 210,360 | $69.81 | D | 2,127,881 | D | |
| Common Stock | Dec 11, 2017 | F | 64,924 | $69.81 | D | 2,062,957 | D | |
| Common Stock | holding | — | — | — | 35,340 | I | Beneficially owned through a trust for his 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 | $22.94 | Dec 11, 2017 | M | 132,416 | D | May 7, 2013 | May 7, 2020 | Common Stock | 132,416 | 0 | D |
| Stock Appreciation Right | $53.29 | Dec 11, 2017 | M | 210,648 | D | May 18, 2014 | May 18, 2021 | Common Stock | 210,648 | 0 | D |
| Stock Appreciation Right | $44.79 | Dec 11, 2017 | M | 327,868 | D | May 31, 2015 | May 31, 2022 | Common Stock | 327,868 | 0 | D |
Explanation of responses
- F1The reporting person received 39,783 shares of common stock upon the net exercise of 132,416 stock appreciation rights ("SARS"). The reporting person forfeited 43,513 shares of common stock underlying such SARS in payment of the exercise price and 49,120 shares of common stock underlying such SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on December 11, 2017 of $69.81.
- F2The reporting person received 22,306 shares of common stock upon the net exercise of 210,648 SARS. The reporting person forfeited 160,800 shares of common stock underlying such SARS in payment of the exercise price and 27,542 shares of common stock underlying such SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on December 11, 2017 of $69.81.
- F3The reporting person received 52,584 shares of common stock upon the net exercise of 327,868 SARS. The reporting person forfeited 210,360 shares of common stock underlying such SARS in payment of the exercise price and 64,924 shares of common stock underlying such SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on December 11, 2017 of $69.81.