SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DeSimone John

(Last)

(First)

(Middle)

800 W. OLYMPIC BOULEVARD, #406

(Street)

LOS ANGELES

90015

(City)

(State)

(Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Co-President

3. Date of Earliest Transaction (Month/Day/Year)
09/13/2018

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/13/2018		M⁽¹⁾		100,000	A	$3.41	164,794⁽²⁾	D
Common Stock	09/13/2018		D⁽¹⁾		6,102	D	$55.89	158,692	D
Common Stock	09/13/2018		F⁽¹⁾		49,438	D	$55.89	109,254	D
Common Stock	09/13/2018		M⁽³⁾		160,000	A	$10.33	269,254	D
Common Stock	09/13/2018		D⁽³⁾		29,580	D	$55.89	239,674	D
Common Stock	09/13/2018		F⁽³⁾		68,667	D	$55.89	171,007	D
Common Stock	09/13/2018		M⁽⁴⁾		60,932	A	$11.47	231,939	D
Common Stock	09/13/2018		D⁽⁴⁾		12,505	D	$55.89	219,434	D
Common Stock	09/13/2018		F⁽⁴⁾		25,497	D	$55.89	193,937	D
Common Stock	09/13/2018		M⁽⁵⁾		83,334	A	$26.65	277,271	D
Common Stock	09/13/2018		D⁽⁵⁾		39,729	D	$55.89	237,542	D
Common Stock	09/13/2018		F⁽⁵⁾		22,959	D	$55.89	214,583	D
Common Stock	09/13/2018		M⁽⁶⁾		158,950	A	$22.4	373,533	D
Common Stock	09/13/2018		D⁽⁶⁾		63,691	D	$55.89	309,842	D
Common Stock	09/13/2018		F⁽⁶⁾		50,154	D	$55.89	259,688	D
Common Stock	09/13/2018		M⁽⁷⁾		90,798	A	$39.79	350,486	D
Common Stock	09/13/2018		D⁽⁷⁾		64,643	D	$55.89	285,843	D
Common Stock	09/13/2018		F⁽⁷⁾		13,773	D	$55.89	272,070	D
Common Stock	09/13/2018		M⁽⁸⁾		115,472	A	$29.99	387,542	D
Common Stock	09/13/2018		D⁽⁸⁾		61,964	D	$55.89	325,578	D
Common Stock	09/13/2018		F⁽⁸⁾		28,175	D	$55.89	297,403	D
Common Stock	09/13/2018		M⁽⁹⁾		179,444	A	$15.22	476,847	D
Common Stock	09/13/2018		D⁽⁹⁾		48,869	D	$55.89	427,978	D
Common Stock	09/13/2018		F⁽⁹⁾		68,751	D	$55.89	359,227	D
Common Stock	09/13/2018		M⁽¹⁰⁾		100,000	A	$23.9	459,227	D
Common Stock	09/13/2018		D⁽¹⁰⁾		42,764	D	$55.89	416,463	D
Common Stock	09/13/2018		F⁽¹⁰⁾		30,138	D	$55.89	386,325	D
Common Stock								10,100⁽¹¹⁾	I	In trusts for children.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Appreciation Rights	$3.41	09/13/2018		M⁽¹⁾⁽¹²⁾			100,000	02/27/2014	02/27/2019	Common Stock	100,000	$0.00	0	D
Stock Appreciation Rights	$10.33	09/13/2018		M⁽³⁾⁽¹³⁾			160,000	01/04/2015	01/04/2020	Common Stock	160,000	$0.00	0	D
Stock Appreciation Rights	$11.47	09/13/2018		M⁽⁴⁾⁽¹⁴⁾			60,932	05/07/2013	05/07/2020	Common Stock	60,932	$0.00	0	D
Stock Appreciation Rights	$26.65	09/13/2018		M⁽⁵⁾⁽¹⁵⁾			83,334	05/18/2014	05/18/2021	Common Stock	83,334	$0.00	0	D
Stock Appreciation Rights	$22.4	09/13/2018		M⁽⁶⁾⁽¹⁶⁾			158,950	05/31/2015	05/31/2022	Common Stock	158,950	$0.00	0	D
Stock Appreciation Rights	$39.79	09/13/2018		M⁽⁷⁾⁽¹⁷⁾			90,798	06/21/2016	12/19/2023	Common Stock	90,798	$0.00	0	D
Stock Appreciation Rights	$29.99	09/13/2018		M⁽⁸⁾⁽¹⁸⁾			115,472	04/30/2017	04/30/2024	Common Stock	115,472	$0.00	0	D
Stock Appreciation Rights	$15.22	09/13/2018		M⁽⁹⁾⁽¹⁹⁾			179,444	03/02/2018	03/02/2025	Common Stock	179,444	$0.00	0	D
Stock Appreciation Rights	$23.9	09/13/2018		M⁽¹⁰⁾⁽²⁰⁾			100,000	05/07/2018	05/07/2025	Common Stock	100,000	$0.00	0	D

Explanation of Responses:

1. The reporting person received 44,460 shares of common stock upon the net exercise of 100,000 stock appreciation rights ("SARS"). The reporting person forfeited 6,102 shares of common stock underlying the SARS in payment of the exercise price and 49,438 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 13, 2018 of $55.89.

2. On May 14, 2018, the common stock of Herbalife Nutrition Ltd. split 2-for-1, resulting in the reporting person's acquisition of 32,397 additional shares of common stock.

3. The reporting person received 61,753 shares of common stock upon the net exercise of 160,000 SARS. The reporting person forfeited 29,580 shares of common stock underlying the SARS in payment of the exercise price and 68,667 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 13, 2018 of $55.89.

4. The reporting person received 22,930 shares of common stock upon the net exercise of 60,932 SARS. The reporting person forfeited 12,505 shares of common stock underlying the SARS in payment of the exercise price and 25,497 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 13, 2018 of $55.89.

5. The reporting person received 20,646 shares of common stock upon the net exercise of 83,334 SARS. The reporting person forfeited 39,729 shares of common stock underlying the SARS in payment of the exercise price and 22,959 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 13, 2018 of $55.89.

6. The reporting person received 45,105 shares of common stock upon the net exercise of 158,950 SARS. The reporting person forfeited 63,691 shares of common stock underlying the SARS in payment of the exercise price and 50,154 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 13, 2018 of $55.89.

7. The reporting person received 12,382 shares of common stock upon the net exercise of 90,798 SARS. The reporting person forfeited 64,643 shares of common stock underlying the SARS in payment of the exercise price and 13,773 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 13, 2018 of $55.89.

8. The reporting person received 25,333 shares of common stock upon the net exercise of 115,472 SARS. The reporting person forfeited 61,964 shares of common stock underlying the SARS in payment of the exercise price and 28,175 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 13, 2018 of $55.89.

9. The reporting person received 61,824 shares of common stock upon the net exercise of 179,444 SARS. The reporting person forfeited 48,869 shares of common stock underlying the SARS in payment of the exercise price and 68,751 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 13, 2018 of $55.89.

10. The reporting person received 27,098 shares of common stock upon the net exercise of 100,000 SARS. The reporting person forfeited 42,764 shares of common stock underlying the SARS in payment of the exercise price and 30,138 shares of common stock underlying the SARS to satisfy the withholding tax obligation resulting from the exercise, using the closing stock price on September 13, 2018 of $55.89.

11. On May 14, 2018, the common stock of Herbalife Nutrition Ltd. split 2-for-1, resulting in the reporting person's acquisition of 5,050 additional shares of common stock.

12. These SARS were previously reported as covering 75,000 shares at an exercise price of $6.81 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.

13. These SARS were previously reported as covering 80,000 shares at an exercise price of $20.665 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.

14. These SARS were previously reported as covering 38,082 shares at an exercise price of $22.94 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.

15. These SARS were previously reported as covering 41,667 shares at an exercise price of $53.29 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.

16. These SARS were previously reported as covering 79,475 shares at an exercise price of $44.79 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.

17. These SARS were previously reported as covering 45,399 shares at an exercise price of $79.58 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.

18. These SARS were previously reported as covering 57,736 shares at an exercise price of $59.98 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.

19. These SARS were previously reported as covering 89,722 shares at an exercise price of $30.44 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.

20. These SARS were previously reported as covering 50,000 shares at an exercise price of $47.80 per share, but were adjusted to reflect the stock split that occurred on May 14, 2018.

Remarks:

	/s/ Henry Wang, Attorney-in-Fact for John DeSimone	09/14/2018
	** 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 4 (b)(v).
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