SEC Form 4 · accession 0001209191-18-023709
HERBALIFE LTD. · HLF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas Harms
Officer — SVP, China & APAC
Period of report
Apr 2, 2018
Accepted (ET)
Apr 4, 2018 · 4:45 pm EDT
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 | Apr 2, 2018 | M | 9,176 | $30.44 | A | 13,810 | D | |
| Common Stock | Apr 2, 2018 | D | 2,869 | $97.38 | D | 10,941 | D | |
| Common Stock | Apr 2, 2018 | F | 3,128 | $97.38 | D | 7,813 | D | |
| Common Stock | Apr 2, 2018 | M | 6,639 | $59.98 | A | 14,452 | D | |
| Common Stock | Apr 2, 2018 | D | 4,090 | $97.38 | D | 10,362 | D | |
| Common Stock | Apr 2, 2018 | F | 1,265 | $97.38 | D | 9,097 | D | |
| Common Stock | Apr 2, 2018 | M | 11,803 | $44.79 | A | 20,900 | D | |
| Common Stock | Apr 2, 2018 | D | 5,429 | $97.38 | D | 15,471 | D | |
| Common Stock | Apr 2, 2018 | F | 3,161 | $97.38 | D | 12,310 | D | |
| Common Stock | Apr 2, 2018 | M | 4,167 | $53.29 | A | 16,477 | D | |
| Common Stock | Apr 2, 2018 | D | 2,281 | $97.38 | D | 14,196 | D | |
| Common Stock | Apr 2, 2018 | F | 684 | $97.38 | D | 13,512 | D | |
| Common Stock | Apr 2, 2018 | M | 5,032 | $22.94 | A | 18,544 | D | |
| Common Stock | Apr 2, 2018 | D | 1,186 | $97.38 | D | 17,358 | D | |
| Common Stock | Apr 2, 2018 | F | 1,331 | $97.38 | D | 16,027 | D | |
| Common Stock | Apr 4, 2018 | S | 11,393 | $95.98 | D | 4,634 | 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 Right | $30.44 | Apr 2, 2018 | M | 9,176 | D | Mar 2, 2018 | Mar 2, 2025 | Common Stock | 9,176 | 0 | D |
| Stock Appreciation Right | $59.98 | Apr 2, 2018 | M | 6,639 | D | Apr 30, 2017 | Apr 30, 2024 | Common Stock | 6,639 | 0 | D |
| Stock Appreciation Right | $44.79 | Apr 2, 2018 | M | 11,803 | D | May 31, 2015 | May 31, 2022 | Common Stock | 11,803 | 0 | D |
| Stock Appreciation Right | $53.29 | Apr 2, 2018 | M | 4,167 | D | May 18, 2014 | May 18, 2021 | Common Stock | 4,167 | 0 | D |
| Stock Appreciation Right | $22.94 | Apr 2, 2018 | M | 5,032 | D | May 7, 2010 | May 7, 2020 | Common Stock | 5,032 | 0 | D |
Explanation of responses
- F1This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 28, 2018.
- F2The reporting person received 3,179 shares of common stock upon the net exercise of 9,176 stock appreciation rights ("SARs"). The reporting person forfeited 2,869 shares of common stock underlying such SARs in payment of the exercise price and 3,128 shares of common stock underlying such SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on April 2, 2018 of $97.38.
- F3The reporting person received 1,284 shares of common stock upon the net exercise of 6,639 SARs. The reporting person forfeited 4,090 shares of common stock underlying such SARs in payment of the exercise price and 1,265 shares of common stock underlying such SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on April 2, 2018, of $97.38.
- F4The reporting person received 3,213 shares of common stock upon the net exercise of 11,803 SARs. The reporting person forfeited 5,429 shares of common stock underlying such SARs in payment of the exercise price and 3,161 shares of common stock underlying such SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on April 2, 2018, of $97.38.
- F5The reporting person received 1,202 shares of common stock upon the net exercise of 4,167 SARs. The reporting person forfeited 2,281 shares of common stock underlying such SARs in payment of the exercise price and 684 shares of common stock underlying such SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on April 2, 2018, of $97.38.
- F6The reporting person received 2,515 shares of common stock upon the net exercise of 5,032 SARs. The reporting person forfeited 1,186 shares of common stock underlying such SARs in payment of the exercise price and 1,331 shares of common stock underlying such SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on April 2, 2018, of $97.38.