SEC Form 4 · accession 0001209191-18-038426
HERBALIFE LTD. · HLF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert Levy
Officer — EVP, The Americas
Period of report
Jun 14, 2018
Accepted (ET)
Jun 18, 2018 · 7:46 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 | Jun 14, 2018 | M | 10,008 | $29.99 | A | 522,996 | D | |
| Common Stock | Jun 14, 2018 | D | 5,559 | $54.00 | D | 517,437 | D | |
| Common Stock | Jun 14, 2018 | F | 2,343 | $54.00 | D | 515,094 | D | |
| Common Stock | Jun 14, 2018 | M | 21,206 | $15.22 | A | 536,300 | D | |
| Common Stock | Jun 14, 2018 | D | 5,977 | $54.00 | D | 530,323 | D | |
| Common Stock | Jun 14, 2018 | F | 8,019 | $54.00 | D | 522,304 | D | |
| Common Stock | Jun 18, 2018 | S | 9,316 | $54.00 | D | 512,988 | 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 RightsF4 | $29.99 | Jun 14, 2018 | M | 10,008 | D | Apr 30, 2017 | Apr 30, 2024 | Common Stock | 10,008 | 0 | D |
| Stock Appreciation RightsF5 | $15.22 | Jun 14, 2018 | M | 21,206 | D | Mar 2, 2018 | Mar 2, 2025 | Common Stock | 21,206 | 0 | D |
Explanation of responses
- F1This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 10, 2018.
- F2The reporting person received 2,106 shares of common stock upon the net exercise of 10,008 stock appreciation rights ("SARs"). The reporting person forfeited 5,559 shares of common stock underlying such SARs in payment of the exercise price and 2,343 shares of common stock underlying such SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on June 14, 2018 of $54.00.
- F3The reporting person received 7,210 shares of common stock upon the net exercise of 21,206 SARs. The reporting person forfeited 5,977 shares of common stock underlying such SARs in payment of the exercise price and 8,019 shares of common stock underlying such SARs to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on June 14, 2018 of $54.00.
- F4These SARs were previously reported as covering 5,004 shares at an exercise price of $59.98 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.
- F5These SARS were previously reported as covering 10,603 shares at an exercise price of $30.44 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.