SEC Form 4 · accession 0001209191-18-013693
HERBALIFE LTD. · HLF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Pezzullo
Officer — Chief Operating Officer
Period of report
Feb 22, 2018
Accepted (ET)
Feb 26, 2018 · 9:20 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 | 3,476 | $0.00 | A | — | 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 | 31,811 | A | Mar 2, 2018 | Mar 2, 2025 | Common Stock | 31,811 | 53,017 | D |
| Stock Appreciation Rights | $62.51 | Feb 22, 2018 | A | 4,367 | A | May 9, 2018 | May 9, 2026 | Common Stock | 4,367 | 8,734 | D |
| Stock Appreciation Rights | $57.19 | Feb 22, 2018 | A | 4,590 | A | Feb 27, 2018 | Feb 27, 2027 | Common Stock | 4,590 | 4,590 | 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.
- F2On March 2, 2015, the reporting person was granted an award of 53,017 stock appreciation rights ("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 31,811 SARs which will vest on March 2, 2018.
- F3On May 9, 2016, the reporting person was granted an award of 21,834 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 4,367 SARs which will vest on May 9, 2018.
- F4On February 27, 2017, the reporting person was granted an award of 22,951 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 4,590 SARs which will vest on February 27, 2018.