SEC Form 4 · accession 0001209191-18-051478
HERBALIFE LTD. · HLF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Pezzullo
Officer — Chief Operating Officer
Period of report
Sep 14, 2018
Accepted (ET)
Sep 18, 2018 · 4:33 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,F3 | Sep 14, 2018 | S | 33,070 | $55.64 | D | 157,940 | D | |
| Common Stock | Sep 14, 2018 | M | 63,934 | $22.40 | A | 221,874 | D | |
| Common Stock | Sep 14, 2018 | D | 25,743 | $55.62 | D | 196,131 | D | |
| Common Stock | Sep 14, 2018 | F | 18,936 | $55.62 | D | 177,195 | D | |
| Common Stock | Sep 14, 2018 | M | 37,528 | $29.99 | A | 214,723 | D | |
| Common Stock | Sep 14, 2018 | D | 20,235 | $55.62 | D | 194,488 | D | |
| Common Stock | Sep 14, 2018 | F | 8,574 | $55.62 | D | 185,914 | D | |
| Common Stock | Sep 14, 2018 | M | 106,034 | $15.22 | A | 291,948 | D | |
| Common Stock | Sep 14, 2018 | D | 29,016 | $55.62 | D | 262,932 | D | |
| Common Stock | Sep 14, 2018 | F | 38,187 | $55.62 | D | 224,745 | D | |
| Common StockF7 | Sep 18, 2018 | S | 66,805 | $55.12 | D | 157,940 | 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 RightsF8 | $22.40 | Sep 14, 2018 | M | 63,934 | D | May 31, 2015 | May 31, 2022 | Common Stock | 63,934 | 0 | D |
| Stock Appreciation RightsF9 | $29.99 | Sep 14, 2018 | M | 37,528 | D | Apr 30, 2017 | Apr 30, 2024 | Common Stock | 37,528 | 0 | D |
| Stock Appreciation RightsF10 | $15.22 | Sep 14, 2018 | M | 106,034 | D | Mar 2, 2018 | Mar 2, 2025 | Common Stock | 106,034 | 0 | D |
Explanation of responses
- F1This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 6, 2018.
- F10These 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.
- F2This transaction was executed in multiple trades at prices ranging from $55.06 to $56.04. The price reported reflects the weighted average sale price of $55.64. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
- F3On May 14, 2018, the common stock of Herbalife Nutrition Ltd. split 2-for-1, resulting in the reporting person's acquisition of 95,505 additional shares of common stock.
- F4The reporting person received 19,255 shares of common stock upon the net exercise of 63,934 stock appreciation rights ("SARS"). The reporting person forfeited 25,743 shares of common stock underlying the SARS in payment of the exercise price and 18,936 shares of common stock underlying the SARS to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on September 14, 2018 of $55.62.
- F5The reporting person received 8,719 shares of common stock upon the net exercise of 37,528 SARS. The reporting person forfeited 20,235 shares of common stock underlying the SARS in payment of the exercise price and 8,574 shares of common stock underlying the SARS to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on September 14, 2018 of $55.62.
- F6The reporting person received 38,831 shares of common stock upon the net exercise of 106,034 SARS. The reporting person forfeited 29,016 shares of common stock underlying the SARS in payment of the exercise price and 38,187 shares of common stock underlying the SARS to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on September 14, 2018 of $55.62.
- F7This transaction was executed in multiple trades at prices ranging from $54.65 to $55.59. The price reported reflects the weighted average sale price of $55.12. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
- F8These SARS were previously reported as covering 31,967 shares at an exercise price of $44.79 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.
- F9These SARS were previously reported as covering 18,764 shares at an exercise price of $59.98 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.