SEC Form 4 · accession 0001209191-18-015302

HERBALIFE LTD. · HLF

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1The reporting person received 2,840 shares of common stock upon the net exercise of 16,250 stock appreciation rights ("SARs"). The reporting person forfeited 9,995 shares of common stock underlying the SARs in payment of the exercise price and 3,415 shares of common stock underlying the SARs to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on February 27, 2018 of $86.64.
• F10The reporting person's wife received 529 shares of common stock upon the net exercise of 3,464 SARs. The reporting person forfeited 2,399 shares of common stock underlying the SARs in payment of the exercise price and 536 shares of common stock underlying the SARs to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on February 27, 2018 of $86.64.
• F11Consists of SARs granted under the Herbalife Ltd. 2014 Stock Incentive Plan, of which 20% vested on each of March 2, 2016 and March 2, 2017, and the remaining 60% will vest March 2, 2018.
• F12Consists of SARs granted under the Herbalife Ltd. 2014 Stock Incentive Plan, of which 20% vested on each of May 7, 2016 and May 7, 2017, and the remaining 60% will vest May 7, 2018.
• F2The reporting person received 5,392 shares of common stock upon the net exercise of 24,590 SARs. The reporting person forfeited 12,713 shares of common stock underlying the SARs in payment of the exercise price and 6,485 shares of common stock underlying the SARs to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on February 27, 2018 of $86.64.
• F3The reporting person received 2,687 shares of common stock upon the net exercise of 19,245 SARs . The reporting person forfeited 13,324 shares of common stock underlying the SARs in payment of the exercise price and 3,234 shares of common stock underlying the SARs to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on February 27, 2018 of $86.64.
• F4The reporting person received 1,716 shares of common stock upon the net exercise of 6,697 SARs. The reporting person forfeited 2,915 shares of common stock underlying the SARs in payment of the exercise price and 2,066 shares of common stock underlying the SARs to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on February 27, 2018 of $86.64.
• F5The reporting person received 3,842 shares of common stock upon the net exercise of 13,050 SARs. The reporting person forfeited 4,586 shares of common stock underlying the SARs in payment of the exercise price and 4,622 shares of common stock underlying the SARs to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on February 27, 2018 of $86.64.
• F6The reporting person received 1,016 shares of common stock upon the net exercise of 5,000 SARs. The reporting person forfeited 2,760 shares of common stock underlying the SARs in payment of the exercise price and 1,224 shares of common stock underlying the SARS to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on February 27, 2018 of $86.64.
• F7The reporting person's wife received 1,548 shares of common stock upon the net exercise of 4,237 SARs . The reporting person forfeited 1,122 shares of common stock underlying the SARs in payment of the exercise price and 1,567 shares of common stock underlying the SARs to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on February 27, 2018 of $86.64.
• F8The reporting person's wife received 664 shares of common stock upon the net exercise of 3,472 SARs. The reporting person forfeited 2,136 shares of common stock underlying the SARs in payment of the exercise price and 672 shares of common stock underlying the SARs to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on February 27, 2018 of $86.64.
• F9The reporting person's wife received 1,298 shares of common stock upon the net exercise of 5,409 SARs. The reporting person forfeited 2,797 shares of common stock underlying the SARs in payment of the exercise price and 1,314 shares of common stock underlying the SARs to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on February 27, 2018 of $86.64.