0001209191-19-013121.txt : 20190225
0001209191-19-013121.hdr.sgml : 20190225
20190225173911
ACCESSION NUMBER: 0001209191-19-013121
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20190221
FILED AS OF DATE: 20190225
DATE AS OF CHANGE: 20190225
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: PEZZULLO DAVID
CENTRAL INDEX KEY: 0001311282
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32381
FILM NUMBER: 19630765
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 NUTRITION LTD.
CENTRAL INDEX KEY: 0001180262
STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122]
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 LTD.
DATE OF NAME CHANGE: 20041214
FORMER COMPANY:
FORMER CONFORMED NAME: WH HOLDINGS CAYMAN ISLANDS LTD
DATE OF NAME CHANGE: 20020814
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2019-02-21
0
0001180262
HERBALIFE NUTRITION LTD.
HLF
0001311282
PEZZULLO DAVID
800 W. OLYMPIC BLVD
SUITE 406
LOS ANGELES
CA
90015
0
1
0
0
Chief Operating Officer
Common Stock
2019-02-21
4
A
0
5344
0.00
A
168554
D
Stock Appreciation Rights
31.255
2019-02-22
4
A
0
26200
0.00
A
2019-05-09
2026-05-09
Common Stock
26200
43668
D
Stock Appreciation Rights
28.595
2019-02-22
4
A
0
9180
0.00
A
2019-02-27
2027-02-27
Common Stock
9180
18360
D
Consists 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.
Balance reflects shares purchased through the Issuer's Herbalife Ltd. Employee Stock Purchase Plan following a reconciliation to the Reporting Person's account records.
On 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.
On 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.
/s/ Lisa Kwon, as Attorney-in-Fact for David Pezzullo
2019-02-25
EX-24.4_836134
2
poa.txt
POA DOCUMENT
DAVID PEZZULLO
LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS
The undersigned, David Pezzullo, hereby makes, constitutes and appoints each of
Lisa H. Kwon and Jenna N. Pisarev, or either of them acting singly, as the
undersigned's true and lawful attorney-in-fact, with full power and authority as
hereinafter described on behalf of and in the name, place and stead of the
undersigned to:
(1) prepare, execute, acknowledge, deliver and file the Form ID to be filed
with the United States Securities and Exchange Commission (the "SEC"), including
amendments thereto, and any other documents necessary or appropriate to obtain a
(i) Central Index Key Code, (ii) CIK Confirmation Code, (iii) Password, (iv)
Password Modification Code or (v) any other codes, passwords and passphrases as
are required or appropriate to permit the undersigned to make electronic filings
with the SEC;
(2) prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5 (including
any amendments thereto) with respect to the securities of Herbalife Nutrition
Ltd., a Cayman Islands company (the "Company"), required to be filed with or
submitted to the SEC, any national securities exchange or similar authority and
the Company pursuant to Section 16(a) of the Securities Exchange Act of 1934 and
the rules and regulations promulgated thereunder, as amended from time to time
(the "Exchange Act"), and any other forms or reports the undersigned may be
required to file in connection with the undersigned's ownership, acquisition, or
disposition of securities of the Company;
(3) seek or obtain, as the undersigned's representative and on the undersigned's
behalf, information on transactions in the Company's securities from any third
party, including brokers and employee benefit plan administrators and trustees,
and the undersigned hereby authorizes and approves any such release of
information; and
(4) perform any and all other acts which in the discretion of such
attorney-in-fact are necessary or desirable for and on behalf of the undersigned
in connection with the foregoing.
The undersigned acknowledges that:
(1) this Limited Power of Attorney authorizes, but does not require, such
attorney-in-fact to act in his or her discretion on information provided to such
attorney-in-fact without independent verification of such information;
(2) any documents prepared and/or executed by either such attorney-in-fact on
behalf of the undersigned pursuant to this Limited Power of Attorney will be in
such form and will contain such information and disclosure as such
attorney-in-fact, in his or her discretion, deems necessary or desirable;
(3) neither the Company nor either such attorney-in-fact assumes (i) any
liability for the undersigned's responsibility to comply with the requirements
of the Exchange Act, (ii) any liability of the undersigned for any failure to
comply with such requirements or (iii) any obligation or liability of the
undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and
(4) this Limited Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under the
Exchange Act, including without limitation the reporting requirements under
Section 16 of the Exchange Act.
The undersigned hereby gives and grants each of the foregoing attorneys-in-fact
full power and authority to do and perform all and every act and thing
whatsoever requisite, necessary or appropriate to be done in and about the
foregoing matters as fully to all intents and purposes as the undersigned might
or could do if present, hereby ratifying all that each such attorney-in-fact of,
for and on behalf of the undersigned, shall lawfully do or cause to be done by
virtue of this Limited Power of Attorney.
This Limited Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to each
such attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to
be executed as of this 21st day of February, 2019.
/s/ David Pezzullo