SEC Form 4 · accession 0001209191-19-013092
HERBALIFE LTD. · HLF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Johnson
Officer — Chairman and CEO · Director
Period of report
Feb 22, 2019
Accepted (ET)
Feb 25, 2019 · 5:26 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001180262
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Appreciation RightsF1 | $31.255 | Feb 22, 2019 | A | 201,544 | A | May 9, 2019 | May 9, 2026 | Common Stock | 201,544 | 335,908 | D |
| Stock Appreciation RightsF2 | $28.595 | Feb 22, 2019 | A | 35,310 | A | Feb 27, 2019 | Feb 27, 2027 | Common Stock | 35,310 | 70,620 | D |
Explanation of responses
- F1On May 9, 2016, the Reporting Person was granted an award of 335,908 performance stock appreciation rights ("PSARs"), which number reflects the Issuer's 2-for-1 stock split on May 14, 2018. The amount and timing of the vesting of these PSARs is dependent upon achievement by the Issuer of certain performance criteria for each of fiscal 2016, 2017 and 2018. As the performance criteria for 2018 has been satisfied, 201,544 PSARs will vest on May 9, 2019, subject to continued service through each applicable date.
- F2On February 27, 2017, the Reporting Person was granted an award of 176,552 PSARs, which number reflects the Issuer's 2-for-1 stock split on May 14, 2018. The amount and timing of the vesting of these PSARs is dependent upon achievement by the Issuer of certain performance criteria for each of fiscal 2017, 2018 and 2019. As the performance criteria for 2018 has been satisfied, 35,310 PSARs will vest on February 27, 2019, subject to continued service through each applicable date.