SEC Form 4 · accession 0001209191-18-017541

HERBALIFE LTD. · HLF

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

Reporting owner

Alan L Hoffman

Officer — EVP, Global Corporate Affairs

Period of report

Mar 2, 2018

Accepted (ET)

Mar 6, 2018 · 7:53 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	Mar 2, 2018	M	67,243	$50.98	A	69,125	D
Common Stock	Mar 2, 2018	D	36,192	$94.72	D	32,933	D
Common Stock	Mar 2, 2018	F	15,396	$94.72	D	17,537	D
Common Stock	Mar 2, 2018	M	31,219	$50.98	A	48,756	D
Common Stock	Mar 2, 2018	D	16,803	$94.72	D	31,953	D
Common Stock	Mar 2, 2018	F	5,578	$94.72	D	26,375	D
Common Stock	Mar 2, 2018	M	4,590	$57.19	A	30,965	D
Common Stock	Mar 2, 2018	D	2,772	$94.72	D	28,193	D
Common Stock	Mar 2, 2018	F	902	$94.72	D	27,291	D
Common Stock	Mar 2, 2018	M	4,367	$62.51	A	31,658	D
Common Stock	Mar 2, 2018	D	2,882	$94.72	D	28,776	D
Common Stock	Mar 2, 2018	F	737	$94.72	D	28,039	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	$50.98	Mar 2, 2018	M	67,243	D	Sep 1, 2017	Sep 1, 2024	Common Stock	67,243	0	D
Stock Appreciation Rights	$50.98	Mar 2, 2018	M	31,219	D	Sep 1, 2017	Sep 1, 2024	Common Stock	31,219	0	D
Stock Appreciation Rights^F5	$57.19	Mar 2, 2018	M	4,590	D	Feb 27, 2018	Feb 27, 2027	Common Stock	4,590	18,361	D
Stock Appreciation Rights^F6	$62.51	Mar 2, 2018	M	4,367	D	May 9, 2017	May 9, 2026	Common Stock	4,367	17,467	D

Explanation of responses

F1The reporting person received 15,655 shares of common stock upon the net exercise of the 67,243 SARs. The reporting person forfeited 36,192 shares of common stock underlying the SARs in payment of the exercise price and 15,396 shares of common stock underlying the SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on March 2, 2018 of $94.72.
F2The reporting person received 8,838 shares of common stock upon the net exercise of the 31,219 SARs. The reporting person forfeited 16,803 shares of common stock underlying the SARs in payment of the exercise price and 5,578 shares of common stock underlying the SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on March 2, 2018 of $94.72.
F3The reporting person received 916 shares of common stock upon the net exercise of the 4,590 SARs. The reporting person forfeited 2,772 shares of common stock underlying SARs in payment of the exercise price and 902 shares of common stock underlying the SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on March 2, 2018 of $94.72.
F4The reporting person received 748 shares of common stock upon the net exercise of the 4,367 SARs. The reporting person forfeited 2,882 shares of common stock underlying SARs in payment of the exercise price and 737 shares of common stock underlying the SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on March 2, 2018 of $94.72.
F5Consists of 22,951 stock appreciation rights granted under the Herbalife Ltd. 2014 Stock Incentive Plan, of which 20% vested on February 27, 2018, 20% will vest on February 27, 2019, and the remaining 60% will vest on February 27, 2020.
F6Consists of 21,834 stock appreciation rights granted under the Herbalife Ltd. 2014 Stock Incentive Plan, of which 20% vested on May 9, 2017, 20% will vest on May 9, 2018, and the remaining 60% will vest on May 9, 2019.