SEC Form 4 · accession 0001209191-18-051098

HERBALIFE LTD. · HLF

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

Reporting owner

John DeSimone

Officer — Co-President

Period of report

Sep 13, 2018

Accepted (ET)

Sep 14, 2018 · 4:48 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^F2	Sep 13, 2018	M	100,000	$3.41	A	164,794	D
Common Stock	Sep 13, 2018	D	6,102	$55.89	D	158,692	D
Common Stock	Sep 13, 2018	F	49,438	$55.89	D	109,254	D
Common Stock	Sep 13, 2018	M	160,000	$10.33	A	269,254	D
Common Stock	Sep 13, 2018	D	29,580	$55.89	D	239,674	D
Common Stock	Sep 13, 2018	F	68,667	$55.89	D	171,007	D
Common Stock	Sep 13, 2018	M	60,932	$11.47	A	231,939	D
Common Stock	Sep 13, 2018	D	12,505	$55.89	D	219,434	D
Common Stock	Sep 13, 2018	F	25,497	$55.89	D	193,937	D
Common Stock	Sep 13, 2018	M	83,334	$26.65	A	277,271	D
Common Stock	Sep 13, 2018	D	39,729	$55.89	D	237,542	D
Common Stock	Sep 13, 2018	F	22,959	$55.89	D	214,583	D
Common Stock	Sep 13, 2018	M	158,950	$22.40	A	373,533	D
Common Stock	Sep 13, 2018	D	63,691	$55.89	D	309,842	D
Common Stock	Sep 13, 2018	F	50,154	$55.89	D	259,688	D
Common Stock	Sep 13, 2018	M	90,798	$39.79	A	350,486	D
Common Stock	Sep 13, 2018	D	64,643	$55.89	D	285,843	D
Common Stock	Sep 13, 2018	F	13,773	$55.89	D	272,070	D
Common Stock	Sep 13, 2018	M	115,472	$29.99	A	387,542	D
Common Stock	Sep 13, 2018	D	61,964	$55.89	D	325,578	D
Common Stock	Sep 13, 2018	F	28,175	$55.89	D	297,403	D
Common Stock	Sep 13, 2018	M	179,444	$15.22	A	476,847	D
Common Stock	Sep 13, 2018	D	48,869	$55.89	D	427,978	D
Common Stock	Sep 13, 2018	F	68,751	$55.89	D	359,227	D
Common Stock	Sep 13, 2018	M	100,000	$23.90	A	459,227	D
Common Stock	Sep 13, 2018	D	42,764	$55.89	D	416,463	D
Common Stock	Sep 13, 2018	F	30,138	$55.89	D	386,325	D
Common Stock^F11	holding	—	—		—	10,100	I	In trusts for children.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Appreciation Rights	$3.41	Sep 13, 2018	M	100,000	D	Feb 27, 2014	Feb 27, 2019	Common Stock	100,000	D
Stock Appreciation Rights	$10.33	Sep 13, 2018	M	160,000	D	Jan 4, 2015	Jan 4, 2020	Common Stock	160,000	D
Stock Appreciation Rights	$11.47	Sep 13, 2018	M	60,932	D	May 7, 2013	May 7, 2020	Common Stock	60,932	D
Stock Appreciation Rights	$26.65	Sep 13, 2018	M	83,334	D	May 18, 2014	May 18, 2021	Common Stock	83,334	D
Stock Appreciation Rights	$22.40	Sep 13, 2018	M	158,950	D	May 31, 2015	May 31, 2022	Common Stock	158,950	D
Stock Appreciation Rights	$39.79	Sep 13, 2018	M	90,798	D	Jun 21, 2016	Dec 19, 2023	Common Stock	90,798	D
Stock Appreciation Rights	$29.99	Sep 13, 2018	M	115,472	D	Apr 30, 2017	Apr 30, 2024	Common Stock	115,472	D
Stock Appreciation Rights	$15.22	Sep 13, 2018	M	179,444	D	Mar 2, 2018	Mar 2, 2025	Common Stock	179,444	D
Stock Appreciation Rights	$23.90	Sep 13, 2018	M	100,000	D	May 7, 2018	May 7, 2025	Common Stock	100,000	D

Explanation of responses

F1The reporting person received 44,460 shares of common stock upon the net exercise of 100,000 stock appreciation rights ("SARS"). The reporting person forfeited 6,102 shares of common stock underlying the SARS in payment of the exercise price and 49,438 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 13, 2018 of $55.89.
F10The reporting person received 27,098 shares of common stock upon the net exercise of 100,000 SARS. The reporting person forfeited 42,764 shares of common stock underlying the SARS in payment of the exercise price and 30,138 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 13, 2018 of $55.89.
F11On May 14, 2018, the common stock of Herbalife Nutrition Ltd. split 2-for-1, resulting in the reporting person's acquisition of 5,050 additional shares of common stock.
F12These SARS were previously reported as covering 75,000 shares at an exercise price of $6.81 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.
F13These SARS were previously reported as covering 80,000 shares at an exercise price of $20.665 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.
F14These SARS were previously reported as covering 38,082 shares at an exercise price of $22.94 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.
F15These SARS were previously reported as covering 41,667 shares at an exercise price of $53.29 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.
F16These SARS were previously reported as covering 79,475 shares at an exercise price of $44.79 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.
F17These SARS were previously reported as covering 45,399 shares at an exercise price of $79.58 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.
F18These SARS were previously reported as covering 57,736 shares at an exercise price of $59.98 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.
F19These SARS were previously reported as covering 89,722 shares at an exercise price of $30.44 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.
F2On May 14, 2018, the common stock of Herbalife Nutrition Ltd. split 2-for-1, resulting in the reporting person's acquisition of 32,397 additional shares of common stock.
F20These SARS were previously reported as covering 50,000 shares at an exercise price of $47.80 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.
F3The reporting person received 61,753 shares of common stock upon the net exercise of 160,000 SARS. The reporting person forfeited 29,580 shares of common stock underlying the SARS in payment of the exercise price and 68,667 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 13, 2018 of $55.89.
F4The reporting person received 22,930 shares of common stock upon the net exercise of 60,932 SARS. The reporting person forfeited 12,505 shares of common stock underlying the SARS in payment of the exercise price and 25,497 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 13, 2018 of $55.89.
F5The reporting person received 20,646 shares of common stock upon the net exercise of 83,334 SARS. The reporting person forfeited 39,729 shares of common stock underlying the SARS in payment of the exercise price and 22,959 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 13, 2018 of $55.89.
F6The reporting person received 45,105 shares of common stock upon the net exercise of 158,950 SARS. The reporting person forfeited 63,691 shares of common stock underlying the SARS in payment of the exercise price and 50,154 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 13, 2018 of $55.89.
F7The reporting person received 12,382 shares of common stock upon the net exercise of 90,798 SARS. The reporting person forfeited 64,643 shares of common stock underlying the SARS in payment of the exercise price and 13,773 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 13, 2018 of $55.89.
F8The reporting person received 25,333 shares of common stock upon the net exercise of 115,472 SARS. The reporting person forfeited 61,964 shares of common stock underlying the SARS in payment of the exercise price and 28,175 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 13, 2018 of $55.89.
F9The reporting person received 61,824 shares of common stock upon the net exercise of 179,444 SARS. The reporting person forfeited 48,869 shares of common stock underlying the SARS in payment of the exercise price and 68,751 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 13, 2018 of $55.89.