SEC Form 4 · accession 0001209191-18-051483

HERBALIFE LTD. · HLF

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

Reporting owner

Richard Goudis

Officer — Chief Executive Officer

Period of report

Sep 17, 2018

Accepted (ET)

Sep 18, 2018 · 4:36 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
Common Stock^F2	Sep 17, 2018	M	240,000	$10.33	A	676,802	D
Common Stock	Sep 17, 2018	D	44,998	$55.11	D	631,804	D
Common Stock	Sep 17, 2018	F	102,084	$55.11	D	529,720	D
Common Stock	Sep 17, 2018	M	106,186	$11.47	A	635,906	D
Common Stock	Sep 17, 2018	D	22,101	$55.11	D	613,805	D
Common Stock	Sep 17, 2018	F	44,019	$55.11	D	569,786	D
Common Stock	Sep 17, 2018	M	116,018	$26.65	A	685,804	D
Common Stock	Sep 17, 2018	D	56,094	$55.11	D	629,710	D
Common Stock	Sep 17, 2018	F	31,371	$55.11	D	598,339	D
Common Stock	Sep 17, 2018	M	236,852	$22.40	A	835,191	D
Common Stock	Sep 17, 2018	D	96,250	$55.11	D	738,941	D
Common Stock	Sep 17, 2018	F	73,606	$55.11	D	665,335	D
Common Stock	Sep 17, 2018	M	109,322	$39.79	A	774,657	D
Common Stock	Sep 17, 2018	D	78,934	$55.11	D	695,723	D
Common Stock	Sep 17, 2018	F	15,911	$55.11	D	679,812	D
Common Stock	Sep 17, 2018	M	166,804	$29.99	A	846,616	D
Common Stock	Sep 17, 2018	D	90,774	$55.11	D	755,842	D
Common Stock	Sep 17, 2018	F	39,804	$55.11	D	716,038	D
Common Stock	Sep 17, 2018	M	244,698	$15.22	A	960,736	D
Common Stock	Sep 17, 2018	D	67,582	$55.11	D	893,154	D
Common Stock	Sep 17, 2018	F	92,723	$55.11	D	800,431	D
Common Stock	Sep 17, 2018	M	166,500	$23.90	A	966,931	D
Common Stock	Sep 17, 2018	D	72,209	$55.11	D	894,722	D
Common Stock	Sep 17, 2018	F	49,364	$55.11	D	845,358	D
Common Stock	Sep 17, 2018	M	48,532	$31.26	A	893,890	D
Common Stock	Sep 17, 2018	D	27,526	$55.11	D	866,364	D
Common Stock	Sep 17, 2018	F	10,998	$55.11	D	855,366	D
Common Stock	Sep 17, 2018	M	25,508	$28.60	A	880,874	D
Common Stock	Sep 17, 2018	D	13,236	$55.11	D	867,638	D
Common Stock	Sep 17, 2018	F	6,425	$55.11	D	861,213	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^F12	$10.33	Sep 17, 2018	M	240,000	D	Jan 4, 2015	Jan 4, 2020	Common Stock	240,000	0	D
Stock Appreciation Rights^F13	$11.47	Sep 17, 2018	M	106,186	D	May 7, 2013	May 7, 2020	Common Stock	106,186	0	D
Stock Appreciation Rights^F14	$26.65	Sep 17, 2018	M	116,018	D	May 18, 2014	May 18, 2021	Common Stock	116,018	0	D
Stock Appreciation Rights^F15	$22.40	Sep 17, 2018	M	236,852	D	May 31, 2015	May 31, 2022	Common Stock	236,852	0	D
Stock Appreciation Rights^F16	$39.79	Sep 17, 2018	M	109,322	D	Jun 21, 2016	Dec 19, 2023	Common Stock	109,322	0	D
Stock Appreciation Rights^F17	$29.99	Sep 17, 2018	M	166,804	D	Apr 30, 2017	Apr 30, 2024	Common Stock	166,804	0	D
Stock Appreciation Rights^F18	$15.22	Sep 17, 2018	M	244,698	D	Mar 2, 2018	Mar 2, 2025	Common Stock	244,698	0	D
Stock Appreciation Rights^F19	$23.90	Sep 17, 2018	M	166,500	D	May 7, 2018	May 7, 2025	Common Stock	166,500	0	D
Stock Appreciation Rights^F20,F21	$31.26	Sep 17, 2018	M	48,532	D	—	May 9, 2026	Common Stock	48,532	72,798	D
Stock Appreciation Rights^F22,F23	$28.60	Sep 17, 2018	M	25,508	D	—	Feb 27, 2027	Common Stock	25,508	102,034	D

Explanation of responses

F1The reporting person received 92,918 shares of common stock upon the net exercise of the 240,000 Stock Appreciation Rights ("SARS"). The reporting person forfeited 44,998 shares of common stock underlying the SARS in payment of the exercise price and 102,084 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 17, 2018 of $55.11.
F10The reporting person received 10,008 shares of common stock upon the net exercise of the 48,532 SARS. The reporting person forfeited 27,526 shares of common stock underlying the SARS in payment of the exercise price and 10,998 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 17, 2018 of $55.11.
F11The reporting person received 5,847 shares of common stock upon the net exercise of the 25,508 SARS. The reporting person forfeited 13,236 shares of common stock underlying the SARS in payment of the exercise price and 6,425 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 17, 2018 of $55.11.
F12These SARS were previously reported as covering 120,000 shares at an exercise price of $20.67 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.
F13These SARS were previously reported as covering 66,366 shares at an exercise price of $22.94 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.
F14These SARS were previously reported as covering 58,009 shares at an exercise price of $53.29 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.
F15These SARS were previously reported as covering 118,426 shares at an exercise price of $44.79 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.
F16These SARS were previously reported as covering 54,661 shares at an exercise price of $79.58 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.
F17These SARS were previously reported as covering 83,402 shares at an exercise price of $59.98 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.
F18These SARS were previously reported as covering 122,349 shares at an exercise price of $30.44 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.
F19These SARS were previously reported as covering 83,250 shares at an exercise price of $47.80 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 218,401 additional shares of common stock.
F20On May 9, 2016, the reporting person was granted 60,665 SARs. These SARs vested 20% each on May 9, 2017 and May 9, 2018, and 60% will vest on May 9, 2019.
F21These SARS were previously reported as covering 60,665 shares at an exercise price of $62.51 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.
F22On February 27, 2017, the reporting person was granted 63,771 SARs. These SARs vested 20% on February 27, 2018 and 20% will vest on February 27, 2019 and 60% will vest on February 27, 2020.
F23These SARS were previously reported as covering 63,771 shares at an exercise price of $57.19 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.
F3The reporting person received 40,066 shares of common stock upon the net exercise of the 106,186 SARS. The reporting person forfeited 22,101 shares of common stock underlying the SARS in payment of the exercise price and 44,019 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 17, 2018 of $55.11.
F4The reporting person received 28,553 shares of common stock upon the net exercise of the 116,018 SARS. The reporting person forfeited 56,094 shares of common stock underlying the SARS in payment of the exercise price and 31,371 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 17, 2018 of $55.11.
F5The reporting person received 66,996 shares of common stock upon the net exercise of the 236,852 SARS. The reporting person forfeited 96,250 shares of common stock underlying the SARS in payment of the exercise price and 73,606 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 17, 2018 of $55.11.
F6The reporting person received 14,477 shares of common stock upon the net exercise of the 109,322 SARS. The reporting person forfeited 78,934 shares of common stock underlying the SARS in payment of the exercise price and 15,911 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 17, 2018 of $55.11.
F7The reporting person received 36,226 shares of common stock upon the net exercise of the 166,804 SARS. The reporting person forfeited 90,774 shares of common stock underlying the SARS in payment of the exercise price and 39,804 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 17, 2018 of $55.11.
F8The reporting person received 84,393 shares of common stock upon the net exercise of the 244,698 SARS. The reporting person forfeited 67,582 shares of common stock underlying the SARS in payment of the exercise price and 92,723 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 17, 2018 of $55.11.
F9The reporting person received 44,927 shares of common stock upon the net exercise of the 166,500 SARS. The reporting person forfeited 72,209 shares of common stock underlying the SARS in payment of the exercise price and 49,364 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 17, 2018 of $55.11.