SEC Form 4 · accession 0001209191-18-013683
HERBALIFE LTD. · HLF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jesus Alvarez
Officer — VP, General Manager, Mexico
Period of report
Feb 22, 2018
Accepted (ET)
Feb 26, 2018 · 9:14 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 | Feb 26, 2018 | A | 2,085 | $0.00 | A | 2,085 | D | |
| Common Stock | Feb 26, 2018 | M | 1,929 | $79.58 | A | 4,014 | D | |
| Common Stock | Feb 26, 2018 | D | 1,779 | $86.30 | D | 2,235 | D | |
| Common Stock | Feb 26, 2018 | F | 53 | $86.30 | D | 2,182 | 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 | $30.44 | Feb 22, 2018 | A | 5,873 | A | Mar 2, 2018 | Mar 2, 2025 | Common Stock | 5,873 | 5,873 | D |
| Stock Appreciation Rights | $62.51 | Feb 22, 2018 | A | 873 | A | May 9, 2018 | May 9, 2026 | Common Stock | 873 | 873 | D |
| Stock Appreciation Rights | $57.19 | Feb 22, 2018 | A | 918 | A | Feb 27, 2018 | Feb 27, 2027 | Common Stock | 918 | 918 | D |
| Stock Appreciation Rights | $79.58 | Feb 26, 2018 | M | 1,929 | D | Jun 21, 2016 | Dec 19, 2023 | Common Stock | 1,929 | 0 | D |
Explanation of responses
- F1Consists of restricted stock units ("RSU") under the Herbalife Ltd. 2014 Stock Incentive Plan. Each RSU represents a contingent right to receive one share of Herbalife Ltd. common stock on vesting. This award will vest 20% each on February 26, 2019 and February 26, 2020, and 60% on February 26, 2021.
- F2The reporting person received 97 shares of common stock upon the net exercise of 1,929 stock appreciation rights ("SARS"). The reporting person forfeited 1,779 shares of common stock underlying the SARS in payment of the exercise price and 53 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on February 26, 2018 of $86.30.
- F3On March 2, 2015, the reporting person was granted an award of 9,787 SARs. The amount and timing of the vesting of these SARs is dependent upon the achievement by Herbalife Ltd. (the "Company") of certain performance criteria for each of fiscal 2015, 2016 and 2017. The performance criteria for 2017 was met, resulting in 5,873 SARs which will vest on March 2, 2018.
- F4On May 9, 2016, the reporting person was granted an award of 4,366 SARs. The amount and timing of the vesting of these SARs is dependent upon the achievement by the Company of certain performance criteria for each of fiscal 2016, 2017 and 2018. The performance criteria for 2017 was met, resulting in 873 SARs which will vest on May 9, 2018.
- F5On February 27, 2017, the reporting person was granted an award of 4,590 SARs. The amount and timing of the vesting of these SARs is dependent upon the achievement by the Company of certain performance criteria for each of fiscal 2017, 2018 and 2019. The performance criteria for 2017 was met, resulting in 918 SARs which will vest on February 27, 2018.