SEC Form 4 · accession 0001209191-18-015306

HERBALIFE LTD. · HLF

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

Reporting owner

Jossie Aspauza

Officer — VP, SAM/CAM

Period of report

Feb 28, 2018

Accepted (ET)

Mar 1, 2018 · 8:50 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
Common Stock	Feb 28, 2018	M	2,512	$79.58	A	14,592	D
Common Stock	Feb 28, 2018	D	2,171	$92.10	D	12,421	D
Common Stock	Feb 28, 2018	F	103	$92.10	D	12,318	D
Common Stock	Feb 28, 2018	M	3,752	$59.98	A	16,070	D
Common Stock	Feb 28, 2018	D	2,444	$92.10	D	13,626	D
Common Stock	Feb 28, 2018	F	393	$92.10	D	13,233	D
Common Stock	Feb 28, 2018	M	1,048	$62.51	A	14,281	D
Common Stock	Feb 28, 2018	D	712	$92.10	D	13,569	D
Common Stock	Feb 28, 2018	F	102	$92.10	D	13,467	D
Common Stock	Feb 28, 2018	M	1,102	$57.19	A	14,569	D
Common Stock	Feb 28, 2018	D	685	$92.10	D	13,884	D
Common Stock	Feb 28, 2018	F	126	$92.10	D	13,758	D
Common Stock^F5	Feb 28, 2018	S	9,995	$90.38	D	3,763	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	$79.58	Feb 28, 2018	M	2,512	D	Jun 21, 2016	Dec 19, 2023	Common Stock	2,512	0	D
Stock Appreciation Rights	$59.98	Feb 28, 2018	M	3,752	D	Apr 30, 2017	Apr 30, 2024	Common Stock	3,752	0	D
Stock Appreciation Rights^F6	$62.51	Feb 28, 2018	M	1,048	D	May 9, 2017	May 9, 2026	Common Stock	1,048	4,192	D
Stock Appreciation Rights^F7	$57.19	Feb 28, 2018	M	1,102	D	Feb 27, 2018	Feb 27, 2027	Common Stock	1,102	4,406	D

Explanation of responses

F1The reporting person received 238 shares of common stock upon the net exercise of 2,512 stock appreciation rights ("SARs"). The reporting person forfeited 2,171 shares of common stock underlying the SARs in payment of the exercise price and 103 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.
F2The reporting person received 915 shares of common stock upon the net exercise of 3,752 SARs. The reporting person forfeited 2,444 shares of common stock underlying the SARs in payment of the exercise price and 393 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.
F3The reporting person received 234 shares of common stock upon the net exercise of 1,048 SARs. The reporting person forfeited 712 shares of common stock underlying the SARs in payment of the exercise price and 102 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.
F4The reporting person received 291 shares of common stock upon the net exercise of 1,102 SARs The reporting person forfeited 685 shares of common stock underlying the SARs in payment of the exercise price and 126 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.
F5This transaction was executed in multiple trades at prices ranging from $90.11 to $90.65. The price reported reflects the weighted average sale price of $90.38. 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.
F6Consists of stock appreciation rights granted under the Herbalife Ltd. 2014 Stock Incentive Plan, of which 20% vested May 9, 2017, and 20% will vest on May 9, 2018, and the remaining 60% will vest May 9, 2019.
F7Consists of stock appreciation rights granted under the Herbalife Ltd. 2014 Stock Incentive Plan, of which 20% vested February 27, 2018, 20% will vest February 27, 2019, and the remaining 60% will vest February 27, 2020.