SEC Form 4 · accession 0001209191-19-013121
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
Feb 21, 2019
Accepted (ET)
Feb 25, 2019 · 5:39 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 StockF1,F2 | Feb 21, 2019 | A | 5,344 | $0.00 | A | 168,554 | 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 RightsF3 | $31.255 | Feb 22, 2019 | A | 26,200 | A | May 9, 2019 | May 9, 2026 | Common Stock | 26,200 | 43,668 | D |
| Stock Appreciation RightsF4 | $28.595 | Feb 22, 2019 | A | 9,180 | A | Feb 27, 2019 | Feb 27, 2027 | Common Stock | 9,180 | 18,360 | D |
Explanation of responses
- F1Consists of restricted stock units ("RSUs") granted under the Herbalife Ltd. 2014 Stock Incentive Plan. The RSUs will vest 20% on February 21, 2020, 20% on February 21, 2021, and 60% on February 21, 2022, subject to continued service through each applicable date.
- F2Balance reflects shares purchased through the Issuer's Herbalife Ltd. Employee Stock Purchase Plan following a reconciliation to the Reporting Person's account records.
- F3On May 9, 2016, the Reporting Person was granted an award of 43,668 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, 26,200 PSARs will vest on May 9, 2019, subject to continued service through each applicable date.
- F4On February 27, 2017, the Reporting Person was granted an award of 45,902 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, 9,180 PSARs will vest on February 27, 2019, subject to continued service through each applicable date.