SEC Form 4 · accession 0001209191-18-006906
HERBALIFE LTD. · HLF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark J Schissel
Officer — EVP, WW Operations
Period of report
Jan 31, 2018
Accepted (ET)
Feb 2, 2018 · 4:37 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 | Jan 31, 2018 | M | 8,631 | $59.98 | A | 9,831 | D | |
| Common Stock | Jan 31, 2018 | D | 6,238 | $82.99 | D | 3,593 | D | |
| Common Stock | Jan 31, 2018 | F | 883 | $82.99 | D | 2,710 | D | |
| Common Stock | Jan 31, 2018 | M | 1,259 | $62.51 | A | 3,969 | D | |
| Common Stock | Jan 31, 2018 | D | 949 | $82.99 | D | 3,020 | D | |
| Common Stock | Jan 31, 2018 | F | 108 | $82.99 | D | 2,912 | 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 | $59.98 | Jan 31, 2018 | M | 8,631 | D | Apr 30, 2017 | Apr 30, 2024 | Common Stock | 8,631 | 0 | D |
| Stock Appreciation RightsF4 | $62.51 | Jan 31, 2018 | M | 1,259 | D | — | May 9, 2026 | Common Stock | 1,259 | 5,039 | D |
Explanation of responses
- F1This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 10, 2017.
- F2The reporting person received 1,510 shares of common stock upon the net exercise of the 8,631 Stock Appreciation Rights ("SARs"). The reporting person forfeited 6,238 shares of common stock underlying the SARs in payment of the exercise price and 883 shares of common stock underlying the SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on January 31, 2018 of $82.99.
- F3The reporting person received 202 shares of common stock upon the net exercise of the 1,259 SARs. The reporting person forfeited 949 shares of common stock underlying the SARs in payment of the exercise price and 108 shares of common stock underlying the SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on January 31, 2018 of $82.99.
- F4Consists of SARs 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.