SEC Form 4 · accession 0001209191-18-013698
HERBALIFE LTD. · HLF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John DeSimone
Officer — Chief Financial Officer
Period of report
Feb 22, 2018
Accepted (ET)
Feb 26, 2018 · 9:23 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 | 3,707 | $0.00 | A | 32,397 | D | |
| Common StockF2 | holding | — | — | — | 5,050 | I | In Trusts For Children |
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 | 53,834 | A | Mar 2, 2018 | Mar 2, 2025 | Common Stock | 53,834 | 89,722 | D |
| Stock Appreciation Rights | $47.80 | Feb 22, 2018 | A | 30,000 | A | May 7, 2018 | May 7, 2025 | Common Stock | 30,000 | 50,000 | D |
| Stock Appreciation Rights | $62.51 | Feb 22, 2018 | A | 11,656 | A | May 9, 2018 | May 9, 2026 | Common Stock | 11,656 | 23,312 | D |
| Stock Appreciation Rights | $57.19 | Feb 22, 2018 | A | 12,253 | A | Feb 27, 2018 | Feb 27, 2027 | Common Stock | 12,253 | 12,253 | 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 disclaims beneficial ownership of these securities, and this report shall not be deemed as an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or any other purpose.
- F3On March 2, 2015, the reporting person was granted an award of 89,722 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 53,834 SARs which will vest on March 2, 2018.
- F4On May 7, 2015, the reporting person was granted an award of 50,000 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 30,000 SARs which will vest on May 7, 2018.
- F5On May 9, 2016, the reporting person was granted an award of 58,280 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 11,656 SARs which will vest on May 9, 2018.
- F6On February 27, 2017, the reporting person was granted an award of 61,264 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 12,253 SARs which will vest on February 27, 2018.