SEC Form 4/A · accession 0001209191-18-059725
HERBALIFE LTD. · HLF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Des Walsh
Officer — Executive Vice Chairman
Period of report
Nov 12, 2018
Accepted (ET)
Nov 21, 2018 · 4:30 pm EST
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 StockF3 | Nov 12, 2018 | M | 300,000 | $3.41 | A | 618,178 | D | |
| Common Stock | Nov 12, 2018 | D | 18,830 | $54.33 | D | 599,348 | D | |
| Common Stock | Nov 12, 2018 | F | 148,037 | $54.33 | D | 451,311 | 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 | $3.41 | Nov 12, 2018 | M | 300,000 | D | Feb 27, 2014 | Feb 27, 2019 | Common Stock | 300,000 | 0 | D |
Explanation of responses
- F1This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
- F2The reporting person received 133,133 shares of common stock upon the net exercise of 300,000 stock appreciation rights ("SARS"). The reporting person forfeited 18,830 shares of common stock underlying the SARS in payment of the exercise price and 148,037 shares of common stock underlying the SARS to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on November 12, 2018 of $54.33. The reporting person did not sell any shares received from this net exercise of SARS.
- F3On May 14, 2018, the common stock of Herbalife Nutrition Ltd. split 2-for-1, resulting in the reporting person's acquisition of 159,089 additional shares of common stock.
- F4These SARS were previously reported as covering 150,000 shares at an exercise price of $6.82 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.
Remarks
This amendment is being filed due to an administrative error in tax withholding calculations. Line 3 of Table I and footnote 2 have been restated in order to amend the number of shares of common stock underlying the SARS that were forfeited to satisfy the withholding tax obligations resulting from the exercise. Except for the foregoing, no other changes were made to the original Form 4 filing.