SEC Form 5 · accession 0001209191-19-010383

HERBALIFE LTD. · HLF

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

Reporting owner

Edi Hienrich

Officer — SVP/Managing Director EMEA

Period of report

Dec 31, 2018

Accepted (ET)

Feb 14, 2019 · 6:07 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 Stock^F3	Mar 2, 2018	M	4,404	$30.44	A	2,780	I	By wife
Common Stock^F3	Mar 2, 2018	F	2,919	$94.72	D	2,780	I	By wife
Common Stock^F3	Mar 2, 2018	S	104	$91.77	D	2,780	I	By wife
Common Stock^F3	Mar 2, 2018	S	183	$93.00	D	2,780	I	By wife
Common Stock^F3	Mar 6, 2018	S	1,485	$95.57	D	2,780	I	By wife
Common Stock^F3	May 9, 2018	M	655	$62.51	A	2,780	I	By wife
Common Stock^F3	May 9, 2018	F	526	$111.17	D	2,780	I	By wife
Common Stock^F3	May 11, 2018	S	129	$111.46	D	2,780	I	By wife

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	$30.44	Mar 2, 2018	M	4,404	D	Mar 2, 2018	Mar 2, 2025	Common Stock	4,404	0	I
Stock Appreciation Rights^F7,F6	$62.51	May 9, 2018	M	655	D	—	May 9, 2026	Common Stock	655	3,930	I

Explanation of responses

F1This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person's wife.
F2The Reporting Person's wife received 1,485 shares of common stock upon the net exercise of 4,404 stock appreciation rights ("SARS"). The Reporting Person's wife forfeited 1,416 shares of common stock underlying the SARS in payment of the exercise price and 1,503 shares of common stock underlying the SARS to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on March 2, 2018 of $94.72. Since this transaction took place prior to the Issuer's 2-for-1 stock split on May 14, 2018, share numbers, market prices and exercise prices are provided without giving effect to the stock split.
F3Balance reflects the amount of securities beneficially owned indirectly as of December 31, 2018, after giving effect to the Issuer's 2-for-1 stock split on May 14, 2018.
F4Since this transaction took place prior to the Issuer's 2-for-1 stock split on May 14, 2018, share numbers and market price are provided without giving effect to the stock split.
F5The Reporting Person's wife received 129 shares of common stock upon the net exercise of 655 SARS. The Reporting Person's wife forfeited 369 shares of common stock underlying the SARS in payment of the exercise price and 157 shares of common stock underlying the SARS to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on May 9, 2018 of $111.17. Since this transaction took place prior to the Issuer's 2-for-1 stock split on May 14, 2018, share numbers, market prices and exercise prices are provided without giving effect to the stock split.
F6On May 9, 2016, the Reporting Person's wife was granted 3,275 SARS (prior to giving effect to the Issuer's 2-for-1 stock split on May 14, 2018). These SARS vested 20% each on May 9, 2017 and May 9, 2018, and the remaining 60% vests on May 9, 2019.
F7Reflects share numbers after giving effect to the Issuer's 2-for-1 stock split on May 14, 2018.