SEC Form 4 · accession 0001209191-18-015303

HERBALIFE LTD. · HLF

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

Reporting owner

Edi Hienrich

Officer — SVP/Managing Director EMEA

Period of report

Feb 27, 2018

Accepted (ET)

Mar 1, 2018 · 8:48 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 28, 2018	M	15,133	$79.58	A	45,060	D
Common Stock	Feb 28, 2018	D	13,077	$92.10	D	31,983	D
Common Stock	Feb 28, 2018	F	1,124	$92.10	D	30,859	D
Common Stock	Feb 28, 2018	M	3,359	$62.51	A	34,218	D
Common Stock	Feb 28, 2018	D	2,280	$92.10	D	31,938	D
Common Stock	Feb 28, 2018	F	590	$92.10	D	31,348	D
Common Stock^F4	Mar 1, 2018	S	15,104	$91.61	D	16,244	D
Common Stock^F5	Mar 1, 2018	S	8,900	$92.32	D	7,344	D
Common Stock	Mar 1, 2018	S	100	$93.06	D	7,244	D
Common Stock	Feb 27, 2018	M	2,936	$30.44	A	8,365	I	By wife
Common Stock	Feb 27, 2018	D	1,032	$92.10	D	7,333	I	By wife
Common Stock	Feb 27, 2018	F	958	$92.10	D	6,375	I	By wife
Common Stock	Feb 28, 2018	M	2,723	$79.58	A	9,098	I	By wife
Common Stock	Feb 28, 2018	D	2,353	$92.10	D	6,745	I	By wife
Common Stock	Feb 28, 2018	F	187	$92.10	D	6,558	I	By wife
Common Stock	Feb 28, 2018	M	655	$62.51	A	7,213	I	By wife
Common Stock	Feb 28, 2018	D	445	$92.10	D	6,768	I	By wife
Common Stock	Feb 28, 2018	F	106	$92.10	D	6,662	I	By wife
Common Stock	Mar 1, 2018	S	4,985	$92.08	D	1,677	I	By wife

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	$79.58	Feb 28, 2018	M	15,133	D	Jun 21, 2016	Dec 19, 2023	Common Stock	15,133	0	D
Stock Appreciation Rights^F10	$62.51	Feb 28, 2018	M	3,359	D	May 9, 2017	May 9, 2026	Common Stock	3,359	13,436	D
Stock Appreciation Rights^F11	$30.44	Feb 27, 2018	M	2,936	D	Mar 2, 2017	Mar 2, 2025	Common Stock	2,936	4,404	I
Stock Appreciation Rights	$79.58	Feb 28, 2018	M	2,723	D	Jun 21, 2016	Dec 19, 2023	Common Stock	2,723	0	I
Stock Appreciation Rights^F10	$62.51	Feb 28, 2018	M	655	D	May 9, 2017	May 9, 2026	Common Stock	655	2,620	I

Explanation of responses

F1The reporting person received 932 shares of common stock upon the net exercise of 15,133 stock appreciation rights ("SARs"). The reporting person forfeited 13,077 shares of common stock underlying the SARs in payment of the exercise price and 1,124 shares of common stock underlying the SARs to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on February 28, 2018 of $92.10.
F10Consists of SARs granted under the Herbalife Ltd. 2014 Stock Incentive Plan, of which 20% vested May 9, 2016 and 20% will vest May 9, 2017, and the remaining 60% will vest May 9, 2018.
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.
F2The reporting person received 489 shares of common stock upon the net exercise of 3,359 SARs. The reporting person forfeited 2,280 shares of common stock underlying the SARs in payment of the exercise price and 590 shares of common stock underlying the SARs to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on February 28, 2018 of $92.10.
F3This transaction includes a sale of 17,493 shares pursuant to reporting persons 10b5-1 plan.
F4This transaction was executed in multiple trades at prices ranging from $90.92 to $91.91. The price reported reflects the weighted average sale price of $91.61. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
F5This transaction was executed in multiple trades at prices ranging from $91.92 to $92.90. The price reported reflects the weighted average sale price of $92.32. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
F6The reporting person received 946 shares of common stock upon the net exercise of 2,936 SARs. The reporting person forfeited 1,032 shares of common stock underlying the SARs in payment of the exercise price and 958 shares of common stock underlying the SARs to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on February 28, 2018 of $92.10.
F7The reporting person received 183 shares of common stock upon the net exercise of 2,723 SARs. The reporting person forfeited 2,353 shares of common stock underlying the SARs in payment of the exercise price and 187 shares of common stock underlying the SARs to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on February 28, 2018 of $92.10.
F8The reporting person received 104 shares of common stock upon the net exercise of 655 SARs. The reporting person forfeited 445 shares of common stock underlying the SARs in payment of the exercise price and 106 shares of common stock underlying the SARs to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on February 28, 2018 of $92.10.
F9This transaction was effected pursuant to a Rule 10b5-1 trading plan.