0000950170-24-018170.txt : 20240221 0000950170-24-018170.hdr.sgml : 20240221 20240221174442 ACCESSION NUMBER: 0000950170-24-018170 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240216 FILED AS OF DATE: 20240221 DATE AS OF CHANGE: 20240221 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JOHNSON MICHAEL CENTRAL INDEX KEY: 0001311173 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32381 FILM NUMBER: 24661311 MAIL ADDRESS: STREET 1: C/O HERBALIFE INTERNATIONAL, INC. STREET 2: 1800 CENTURY PARK EAST CITY: LOS ANGELES STATE: CA ZIP: 90067 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HERBALIFE LTD. CENTRAL INDEX KEY: 0001180262 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: P.O. BOX 309GT STREET 2: UGLAND HOUSE, SOUTH CHURCH STREET CITY: GEORGE TOWN STATE: E9 ZIP: 00000 BUSINESS PHONE: 310 410 9600 MAIL ADDRESS: STREET 1: P.O. BOX 309GT STREET 2: UGLAND HOUSE, SOUTH CHURCH STREET CITY: GEORGE TOWN STATE: E9 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: HERBALIFE NUTRITION LTD. DATE OF NAME CHANGE: 20180424 FORMER COMPANY: FORMER CONFORMED NAME: HERBALIFE LTD. DATE OF NAME CHANGE: 20041214 FORMER COMPANY: FORMER CONFORMED NAME: WH HOLDINGS CAYMAN ISLANDS LTD DATE OF NAME CHANGE: 20020814 4 1 ownership.xml 4 X0508 4 2024-02-16 0001180262 HERBALIFE LTD. HLF 0001311173 JOHNSON MICHAEL 800 WEST OLYMPIC BLVD. SUITE 406 LOS ANGELES CA 90015 true true false false Chairman & CEO false Common Stock 2024-02-16 4 P false 61725 8.0729 A 603707 D Common Stock 2024-02-16 4 A false 495662 0 A 1099369 D Common Stock 2024-02-16 4 A false 84839 0 A 1184208 D Common Stock 2024-02-16 4 F false 30351 8.07 D 1153857 D Stock Appreciation Rights 8.07 2024-02-16 4 A false 982800 0 A 2034-02-16 Common Stock 982800 982800 D This transaction represents multiple open market purchases. The range of prices for such transactions is $7.84 to $8.20. The Reporting Person hereby undertakes to provide upon request by the Securities and Exchange Commission staff, the Issuer or a shareholder of the Issuer, full information regarding the number of shares purchased at each price. Consists of restricted stock units ("RSUs") granted under the Herbalife Ltd. 2023 Stock Incentive Plan. These RSUs will vest in two installments, 50% on February 16, 2025, and 50% on the earlier of January 3, 2026, or the date on which a new non-interim Chief Executive Officer has been appointed by the Issuer's Board of Directors (the "Board"), subject to certain conditions of his service as CEO and/or member of the Board. Provided that, in no instance shall any portion of the RSU vest prior to February 16, 2025. Consists of RSUs fully vested at the time of grant. Represents shares withheld to satisfy tax obligations due in connection with the vesting of RSUs previously granted to the Reporting Person on February 16, 2024. Consists of stock appreciation rights ("SARs") granted under the Herbalife Ltd. 2023 Stock Incentive Plan. These SARs will vest in two installments, 50% on February 16, 2025, and 50% on the earlier of January 3, 2026, or the date on which a new non-interim Chief Executive Officer has been appointed by the Board, subject to certain conditions of his service as CEO and/or member of the Board. Provided that, in no instance shall any portion of the SAR vest prior to February 16, 2025. Alaaeddine Sahibi, as Attorney-In-Fact for Michael O. Johnson 2024-02-21