SEC Form 4 · accession 0001209191-18-036928
HERBALIFE LTD. · HLF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Johnson
Officer — Executive Chairman · Director
Period of report
Jun 7, 2018
Accepted (ET)
Jun 11, 2018 · 4:17 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 StockF1 | Jun 7, 2018 | M | 384,910 | $29.99 | A | 4,513,214 | D | |
| Common Stock | Jun 7, 2018 | D | 221,438 | $52.13 | D | 4,291,776 | D | |
| Common Stock | Jun 7, 2018 | F | 86,070 | $52.13 | D | 4,205,706 | D | |
| Common Stock | Jun 7, 2018 | M | 815,660 | $15.22 | A | 5,021,366 | D | |
| Common Stock | Jun 7, 2018 | D | 238,144 | $52.13 | D | 4,783,222 | D | |
| Common Stock | Jun 7, 2018 | F | 304,064 | $52.13 | D | 4,479,158 | D | |
| Common StockF4 | holding | — | — | — | 70,680 | I | Beneficially owned through a trust for his child. | |
| Common StockF5 | holding | — | — | — | 226,244 | I | Beneficially owned through Michael O. Johnson IRA |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Appreciation RightsF6 | $29.99 | Jun 7, 2018 | M | 384,910 | D | Apr 30, 2017 | Apr 30, 2024 | Common Stock | 384,910 | 0 | D |
| Stock Appreciation RightsF7 | $15.22 | Jun 7, 2018 | M | 815,660 | D | Mar 2, 2018 | Mar 2, 2025 | Common Stock | 815,660 | 0 | D |
Explanation of responses
- F1On May 14, 2018, the common stock of Herbalife Nutrition Ltd. split 2-for-1, resulting in the reporting person's ownership of 2,064,152 additional shares of common stock.
- F2The reporting person received 77,402 shares of common stock upon the net exercise of 384,910 stock appreciation rights ("SARS"). The reporting person forfeited 221,438 shares of common stock underlying such SARS in payment of the exercise price and 86,070 shares of common stock underlying such SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on June 7, 2018 of $52.13.
- F3The reporting person received 273,452 shares of common stock upon the net exercise of 815,660 SARS. The reporting person forfeited 238,144 shares of common stock underlying such SARS in payment of the exercise price and 304,064 shares of common stock underlying such SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on June 7, 2018 of $52.13.
- F4On May 14, 2018, the common stock of Herbalife Nutrition Ltd. split 2-for-1, resulting in the reporting person's ownership of 35,340 additional shares of common stock.
- F5On May 14, 2018, the common stock of Herbalife Nutrition Ltd. split 2-for-1, resulting in the reporting person's ownership of 113,122 additional shares of common stock.
- F6These SARS were previously reported as covering 192,455 shares at an exercise price of $59.98 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.
- F7These SARS were previously reported as covering 407,830 shares at an exercise price of $30.44 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.