SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Irani Jehangir D

(Last)

(First)

(Middle)

800 WEST OLYMPIC BLVD. SUITE 406

(Street)

LOS ANGELES

90015

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/01/2019

3. Issuer Name and Ticker or Trading Symbol
HERBALIFE NUTRITION LTD. [ HLF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Principal Accounting Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	5,785⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Appreciation Rights	⁽²⁾	05/09/2026	Common Stock	4,282	$31.255	D
Stock Appreciation Rights	⁽³⁾	08/05/2026	Common Stock	1,636	$33.545	D
Stock Appreciation Rights	⁽⁴⁾	02/27/2027	Common Stock	6,354	$28.595	D

Explanation of Responses:

1. Balance includes 5,003 unvested restricted stock units ("RSUs") previously granted to the Reporting Person. On February 26, 2018, the Reporting Person was granted an award of 2,780 RSUs, which number reflects the Issuer's 2-for-1 stock split on May 14, 2018. These RSUs vested 20% on February 26, 2019 and, subject to continued service, 20% will vest on February 26, 2020 and the remaining 60% will vest on February 26, 2021. On February 21, 2019, the Reporting Person was granted 2,779 RSUs, which will vest 20% on February 21, 2020, 20% on February 21, 2021, and the remaining 60% on February 21, 2022, subject to continued service through each applicable date.

2. On May 9, 2016, the Reporting Person was granted an award of 4,282 Stock Appreciation Rights ("SARs"), which number reflects the Issuer's 2-for-1 stock split on May 14, 2018. These SARs vested 20% on May 9, 2017, 20% on May 9, 2018 and 60% on May 9, 2019.

3. On August 5, 2016, the Reporting Person was granted an award of 1,636 SARs, which number reflects the Issuer's 2-for-1 stock split on May 14, 2018. These SARs vested 20% on August 5, 2017, 20% on August 5, 2018 and the remaining 60% will vest on August 5, 2019, subject to continued service through such date.

4. On February 27, 2017, the Reporting Person was granted an award of 6,354 SARs, which number reflects the Issuer's 2-for-1 stock split on May 14, 2018. These SARs vested 20% on February 27, 2018, 20% on February 27, 2019 and the remaining 60% will vest on February 27, 2020, subject to continued service through such date.

Remarks:

Exhibit 24 - Power of Attorney

	Lisa Kwon, as Attorney-In-Fact for Jehangir Irani	05/10/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.