SEC Form 4 · accession 0001209191-18-045516
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
Aug 2, 2018
Accepted (ET)
Aug 6, 2018 · 4:16 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 StockF2 | Aug 2, 2018 | S | 55,576 | $57.50 | D | 3,764 | D | |
| Common Stock | Aug 2, 2018 | M | 26,512 | $15.22 | A | 30,276 | D | |
| Common Stock | Aug 2, 2018 | D | 6,991 | $57.74 | D | 23,285 | D | |
| Common Stock | Aug 2, 2018 | F | 9,681 | $57.74 | D | 13,604 | D | |
| Common Stock | Aug 2, 2018 | M | 8,734 | $31.255 | A | 22,338 | D | |
| Common Stock | Aug 2, 2018 | D | 4,728 | $57.74 | D | 17,610 | D | |
| Common Stock | Aug 2, 2018 | F | 1,987 | $57.74 | D | 15,623 | 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 | $15.22 | Aug 2, 2018 | M | 26,512 | D | Mar 2, 2018 | Mar 2, 2025 | Common Stock | 26,512 | 26,504 | D |
| Stock Appreciation RightsF7 | $31.255 | Aug 2, 2018 | M | 8,734 | D | — | May 9, 2026 | Common Stock | 8,734 | 26,200 | D |
Explanation of responses
- F1This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 18, 2018.
- F2On May 14, 2018, the common stock of Herbalife Nutrition Ltd. split 2-for-1, resulting in the reporting person's acquisition of 29,670 additional shares of common stock.
- F3The reporting person received 9,840 shares of common stock upon the net exercise of 26,512 stock appreciation rights ("SARS"). The reporting person forfeited 6,991 shares of common stock underlying the SARS in payment of the exercise price and 9,681 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on August 2, 2018 of $57.74.
- F4The reporting person received 2,019 shares of common stock upon the net exercise of 8,734 SARS. The reporting person forfeited 4,728 shares of common stock underlying the SARS in payment of the exercise price and 1,987 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on August 2, 2018 of $57.74.
- F5These SARS were previously reported as covering 53,017 shares at an exercise price of $30.44 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.
- F6These SARS were previously reported as covering 21,834 shares at an exercise price of $62.51 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.
- F7On May 9, 2016, the reporting person was granted 43,668 (post-split) Stock Appreciation Rights (SARs). These SARs vested 20% on May 9, 2017, 20% on May 9, 2018, and the remaining 60% will vest on May 9, 2019.